Awake My Soul
by ashisfriendly
Summary: Sam convinces her only friend left in Seattle to accompany her on a search that only she knows the details of. She hopes to find answers, but she wasn't counting on the surprises. This story is for Abster1. "Awake My Soul" is a song by Mumford & Sons.
1. Chapter 1

No one would believe that she got up this early on a daily basis.

Throughout elementary school, she was lucky if her mother got her up, dressed, and fed before the bell rang. In junior high her tardiness was no longer blamed on her mother but on herself. Home room was optional, and it stayed that way until the last day of her senior year. Sometimes showing up at lunch to grab some tater tots before 5th period seemed fine. Her friends would shake their heads as she approached them in the halls, missing pop quiz after pop quiz. She'd shrug it off; she would have Saturday school anyway so why not just make it up then? Seeing her friends and surprising her teachers with a 91% on a test that she never prepared for were the only reasons to show up.

Money was a priority now and she'd wake up with the dawn to get some. This morning was no different. Her sheets were crumpled on the bottom of her bed and the DVD menu for Over the Top flickered on her small television. Her hair took up most of the mirror in front of her, her eyes squeezed shut retreating from the harsh light of the bathroom. This part of her day was always a bit hazy. She was almost certain she did all the regular morning activities, hair and teeth brushing, deodorant, breakfast, acceptable wardrobe... but she could never be sure.

The weight in her back pocket let her know she didn't forget her wallet as she waited for the bus. When she boarded, she gave a nod to Ed, her favorite bus driver. Rosie smelled and would miss her stop most of the time, while Bob was a creep. Most mornings the bus was empty and this was no exception. However today gave her the rare treat of the appearance of Jeremy, a 13 year old boy who planted eggs in bus seats that would result in some one's start to a horrible day. She would just grin as she watched him unfold his many pranks.

She was always early, a feat that would probably cause Ms. Briggs to have a stroke. She sat on the curb outside of the door and tapped her foot to the music coming from her headphones. She texted Freddie to wake him up, not that he had to be woken up, but it was fun to make some one wake up this early who didn't need to. When the time read 6:00AM or a little bit after, Luke approached the door and opened it. They mumbled pleasantries and Luke opened the door the for both of them and they quickly set to work on the motions of opening Mr. Bean Coffee.

The small shop smelled of coffee, the smell becoming stronger as Luke scooped beans and grinned them. He disappeared as the huge coffee machines made their familiar clicking and bubbling noises signaling that coffee was being brewed as normal. She heard the beeping of the safe being opened and Luke was humming as he counted money for the cash register.

"Sam?" Luke's voice echoed in the empty shop. Sam stopped wiping tables and walked towards the back room.

"Yeah?"

"Can you turn on the music? Also, Ryan texted me this morning, he's not coming in but I think we can handle it." He turned around to give her an encouraging smile that also said "I fucking hate this place."

Sam rolled her eyes and turned on her heel. She flicked the stereo on causing a disturbance in the organized silence. Minutes ticked on as she prepared for the first customers of the day, her body acting like a trained dancer reciting a number she had done millions of times. She heard the cash register spring to life with the accompaniment of Luke's whistling. As if it was her cue, she unlocked the door with a click as the sidewalk started to darken one dot at a time.

She grabbed a mug off of the tallest shelf and placed it under the spout of the coffee maker. She decided to support Carly today, the red Stanford S on the mug making her miss her friend. The use of the mug (along with Freddie's MIT beaver one) gave her the feeling of them being near. She took a sip and placed the cup down as she grabbed a magazine from the side of the register. She flattened it on the counter and propped her elbows on either side of it, her chin resting on her palm.

After she casually flipped through a couple pages, the jingle of the door stirred her from an article about the best ribs in Washington. She mustered up a pleasant smile and shifted her eyes upwards.

"Sam? I didn't know you worked here. I thought you moved away or something." His smile was wide, his voice laced with surprise.

"Uh," she swallowed. "No. I mean, yeah, kinda." She shook her head and tried again. "Yes, Spencer, I work here."

**/**

He hated ties.

A small basket full of different patterns and colors of ties sat on his bed. From the time his sister was born she had given him a tie for his birthday. As she got older, other gifts were added along with them, but there was always a tie. He wasn't sure if it was some kind of brainwashing exercise put on by his grandfather to get him to think "suits = law school, law school = success" or if she just never knew better. He glanced at the clock and instantly his palms began to sweat; he had to pick one. He closed his eyes and dug into the pool of silk and polyester.

He kept fidgeting with his tie as he searched the quiet living room for his dress shoes. His belongings had now taken over the entire apartment, making it harder for him to find anything. He finally found them in the fridge and cursed himself for leaving them there as his feet were pushed into them. He shivered and grabbed his keys and helmet and sprinted down the stairs, not remembering or caring if he locked the door.

He thought about his sister's warnings and stern face as he dodged through traffic, weaving in and out of lanes too carelessly even by his own standards. When he reached the Rolling Hills Retirement Center he took a deep sigh, his muscles finally relaxed. He was 15 minutes early, he had done it. He may just make that $1,000 for teaching a drawing class after all. He remembered the last time he was early to the center. Rose and Olga had told him about their extensive loneliness and how great it was to have a "younger man" around. He cringed as he spotted a small coffee shop across the street.

He approached the door and looked inside. He had seen his place a few times when driving around town or taking a woman he met at a bar for a ride on his motorcycle. There were all kinds of different coffee shops in Seattle and everyone had "their" place but he had never known anyone to claim Mr. Bean Coffee as "theirs." Still, this shop looked inviting and would be a sanctuary from pinching cheeks inside Rolling Hills and the rain outside.

The bell jingled above him. The smell of coffee engulfed him as he put his helmet down on the nearest table before glancing up at the menu. He knew he would be getting a coffee but always looked at a coffee shop's menu. The handwritten ones were his favorite, drawings of monsters or dinosaurs earned extra points.

He glanced down at the girl behind the counter. She didn't greet him, engrossed in the magazine in front of her. Her body swayed back and forth slowly. Her tongue was poking through her lips as she concentrated on the glossed pages. Her hair cascaded down her shoulders and almost touched the counter below, their gold tinge sparking memories in his mind. Her mouth formed into a smile and her blue eyes flicked up at him. His heart skipped a beat.

"Sam? I didn't know you worked here. I thought you moved away or something." He sounded desperately excited but he didn't care.

She fumbled her words and stood up from the counter. She finally got out, "Yes, Spencer, I work here."

He took two long strides up to her. "Awesome," he said. He beamed down at her and took her in.

He hadn't seen her in months. Carly had never really said what Sam was up to in their weekly phone calls and periodic emails. He assumed she moved away when his fridge started to stay stocked. She was still Sam, the same Sam that was at his house months earlier saying goodbye to Carly. Freddie had left already and it was just the three of them. When Carly, tears streaking down her face, sat in the cab and disappeared, he stood with Sam on the sidewalk for ten minutes, not wanting to move. He had his arm around her, Sam felt stiff under it. She finally looked up at him and with a "see ya later" she walked down the street and he hadn't seen her since.

She was like a breath of fresh air, a part of his past that was lost had come back to him again. He remembered her laughing with him at Cheesecake Warehouse with straws up their noses as they celebrated Carly's birthday. He thought of his stack of Kung Fu DVDs that she watched with him while Carly and Freddie studied. He saw her frosting covered face after she found the stash of cupcakes in the fridge for the trio's graduation party.

"Wow, look at you," he shoved her shoulder. "Workin'. I'm surprised they let you so close to the pastries." He nodded towards the glass case full of croissants, donuts, and danishes.

Sam's blank face made him think she was just as surprised as he was that they were standing together. Her silence confirmed it.

"Uh, anyway," Spencer cleared his throat and looked behind her. "I will take a small coffee."

Sam blinked, the familiar order putting her into auto pilot. She gave him the cup and he stuck a five dollar bill back at her.

"Oh, don't worry about it."

Spencer retreated the bill, then stuck it in the tip cup in front of her.

"Good man," she pointed at him.

He shrugged with a smile. He took a few steps backwards still looking at her. He held her gaze until he bumped into a chair.

"I knew that was there," he assured her along with the invisible patrons as he grabbed his helmet.

She nodded at him with a thumbs up as he tipped his cup at her and exited through the door.

Spencer was two minutes late to his first class. His mood was in an upswing so it didn't matter.

He was known as a crazy guy, a little clumsy, a bit out there and often called a spazz. His sculptures were reflective of his unique personality and behavior. However, they weren't just random objects placed haphazardly together in a creation that had no purpose. His drawings, his sculptures and paintings all held a significance to him and this class was just as important to him. He oozed passion for art, his hands flailing in the air as he talked to the dozen old men and women in the gray room. Spencer could always find something good in what his students drew, never a tone of feign in his voice as he circled the room.

Art was his existence, and since Carly left it had taken over him in a new way. He was proud to be the caretaker for his sister but it split his brain 50/50; Carly/art. His sister was now gone, starting her adult life, hopefully making good decisions as she frequented college parties and crammed for exams. She was always in his mind, tucked away. The Carly part of his mind expanded when he hadn't heard from her in a week or two or when she didn't get back to one of his texts until the morning. For the most part, however, it stayed small and controlled, allowing the rest of his mind and soul to be taken over by his passion.

At this moment, he was putting his all into this class. The residents of Rolling Hills were always a proud bunch, their faces shining at their completed works. Their smiles were infectious, his cheek muscles throbbing by the end of the second session.

"Thanks everyone, I hope you had fun today. I'll see you in a few weeks." Spencer's farewells were followed by sporadic clapping from his less enthused second group of students. He gathered materials and placed them in the cupboards marked with his name, the title "art instructor" below it. He tossed his empty coffee cup in the trash as he strode out of the building.

He fiddled with his helmet straps as he took a glance up at the sky. Clouds were still overruling the sky but water didn't spray his face. His eye caught the familiar red letters against the blanket of gray. He retraced his steps from this morning and entered the coffee shop, no longer empty. An old woman sat in a chair in the corner, reading a newspaper that he recognized from a few days earlier.

Sam was still behind the counter, as if she hadn't moved since he saw her three hours ago. Her fingers tapped on her PearPhone that lay below her, her body swaying just like it did before.

"The coffee was good."

"That's impossible, the shit is disgusting." Sam darted her eyes up at him and then back down at her phone.

"Yeah, it was terrible."

Sam nodded. She shoved her PearPhone in her pocket and stood up straight with a loud sigh. "I can make you a drink. Luke is my boss but he doesn't know how to make anything." This sounded like more of a challenge rather than a nice gesture.

"K," he pivoted and took a seat nearest the big window, the source of the even, white glow that filled the room. Sam was behind a taller counter lined with machines, only the crown of her head showing above it. Her activities were causing a disturbance of the ambient music that played softly throughout the store. He craned his neck to see if he could catch what she was making for him but soon gave up, averting his eyes to a shelf of game boards. They all reminded him of his childhood; Clue being Carly's favorite, Battleship his, and Trivial Pursuit reminding him of dinner parties his parents had while he was stuck entertaining Carly in the play room. He slid out of his seat and grabbed Connect Four.

"Luke! I'm on my lunch!" Sam yelled towards the back room and he caught her walking his way with his drink in one hand and a croissant in the other.

"Cappuccino," she took a seat opposite him.

"Thanks."

She nodded. She watched him as he blew on his drink, then took a sip.

"S'good," he put the cup down and started to open the game box. "Granddad bought me one of those fancy espresso machines with the steamy milk spout on it but I never got the hang of it." He assembled the vertical board and pushed the black tokens towards Sam who took a bite from her pastry. Half of it vanished. "I ended up burning my face on the steamy spout thing and took it apart and now some of it's parts hold up Yippie Yi Yo Yo."

Sam dropped her circle in first. "It's not so bad. This girl, Trina, trained me how to make drinks. She could make crazy designs in the foam and all that." Spencer dropped his first token in. "I can't really do that, or I don't really care, take your pick."

"When did you start working here?" Spencer blocked a potential win for Sam.

"A few months ago. I am not their most 'productive' employee but they keep me around because I'm the only one who comes in to work and takes anyone's shifts." Sam rubbed two coins together as her eyes danced across the board.

"I teach art lessons at the retirement place across the street." Spencer shared.

"A lot of the staff come in here. They complain about me to my manager." Sam didn't seem annoyed or upset by this.

"For?"

"My pleasant attitude and upbeat personality." Sam dropped a circle into a column creating a win in her favor.

"Aw, what," Spencer put his hands up in frustration. "But I was winning."

Sam flicked the switch and the circles crashed onto the table, the sound bouncing off the walls. She separated the colors and placed a circle into the board. Their game went on in silence, the clicking of pieces joining the soft music.

"How did you burn your face with your espresso machine?" Sam broke the quiet.

"I wanted to make sure it was hot enough."

"With your face?" Sam sat back in her chair and looked up at him.

His eyes widened and his voice became higher. "It's the closest to my lips, where my delicious beverage would be!" This wasn't the first time he had answered this question.

Sam laughed, shaking her head.

"Sam! Your lunch was over 10 minutes ago." Luke shouted at her from across the room, stuffing cash back into the register.

"Cool your chizz," she concentrated on the board and finally dropped her last black dot. "I win."

Spencer stared at the rows of black and red in disbelief. It wasn't until he heard her chair scratch the floor that he looked at her.

"If I don't go, Luke will take it out of my check." She sighed and pushed her chair back into the table. After she tied her apron, she grabbed his empty cup.

"Do you need a ride home?" Spencer didn't remember his brain coming up with that question.

"Uh," she raised an eyebrow at him. "I don't get off until 1."

Spencer checked his PearPhone. 11:15.

"That's fine, I can just come pick you up, take you home."

"Bob does usually drive in the afternoons on Mondays." She mumbled to herself.

"What?"

"Nothing," she shook her head. "See ya at 1."

**/**

**A/N: Thanks for reading. This is my first attempt at a Spam fic and it looks like it will be a multi-chapter story. Please review! Also, I'm looking for a potential beta for this story, as you can tell this chapter wasn't beta'd. :P Let me know if you're interested. Thanks for reading.**


	2. Chapter 2

"Jesse Eisenberg."

"Zombieland," Sam responded quickly.

"Ahhh, what's her name," Spencer snapped his fingers as he twisted side to side in his seat.

Sam leaned against the back of her chair, a cup in her hand. She bit the rim as she waited.

From behind the cup, he noticed the corners of her mouth twisted up in a smile. He absently smiled back at her.

Spencer had found himself inside Mr. Bean's Coffee a lot in the last few weeks. If he was bored at home, or if a sculpture wasn't going the way he wanted, or if there was nothing on TV, or if he was thirsty, or if he saw something online that he had to tell Sam about; everything sent him here. Today was no different. After getting up and checking the TV lineup quickly, he made the decision to come down to Mr. Bean's.

When he parked his bike outside, he was happy to see a red headed woman sweeping the sidewalk. Unlike Luke, Rose let Sam take as much time as she wanted for her breaks. They spent Sam's "break" time making up games and playing rock paper scissors. The shop was never busy, but if Sam was needed she would excuse herself to help her coworkers. Then she would quickly return to their table, a dollop of whipped cream in her hand that she would nurse while they talked or played board games. Spencer spent a lot of time at this table. He would read the paper while Sam threw sugar packets at him from the register. He would imitate obnoxious customers with long drink orders behind their backs while Sam stifled a laugh behind the counter. Today, during Sam's infamously long breaks, they were playing a game Sam made up this morning.

"Abigal Breslin, Woody Harrelson, Bill Murray, Emma-"

"Okay, okay I get it. You're good at everything!" Spencer pushed his empty coffee cup across the table.

"I know, I know." She clapped and bowed to her invisible admirers. Spencer applauded her as Frank, the only other person who stayed in the shop for hours at a time, stared at them.

Spencer scratched a piece of dried clay on his pants. He heard Sam sigh and a silence fell between them. This often happened as they sat together, the soft music and sounds of drinks talking for them. Sam looked through her phone while Spencer returned to the napkin that he was drawing on, replicating the drink Sam was clutching.

"Sam, I gotta go to the bank, don't burn the place down." Sam mouthed along with Rose's orders as Rose walked through the door.

Rose's departure took Spencer out of his drawing and he caught Sam's eyes looking at him, her lips crooked in a sinister smile. He cocked his head.

"What?"

"Wanna make a drink?"

"I probably have enough caffeine in me to sustain a horse." Since coming to the shop every day, Spencer had become dependent on caffeine; today he had three coffees.

"No, I mean you make a drink." She sprung out of her chair and grabbed Spencer's wrist, pulling him behind the counter.

"Ok, see," Spencer gestured to the different nobs, machines, and cups, "I don't know if I should be anywhere near this." He thought about the resulting flames that would erupt around the store from his efforts to brew espresso. Images of Sam being fired, forced to sell drugs under the freeway to get money flashed through his mind.

"Don't be a wuss." Sam grabbed a bunch of instruments that confused him. "Take this."

Spencer followed Sam's lead, her laughter helping him get through the experience. He dropped cups and burnt his hands on hot metal too many times. He wondered if he was really that bad at this or if Sam's smile was distracting him.

"No, that's going to be hot!" She warned between laughs. She grabbed Spencer's hand, pulling it away from the hot steam. His body tensed. Sam looked from his hand to his face, her features soft but worried. He felt his hand burn under her touch and when her finger moved across his palm he wanted to yell in pain, but couldn't. He watched her look at his hand, trace fingers around his palm, investigating the damage. She looked back up at him, he saw her face change slowly into a smile and she let out a small giggle that erupted slowly into belly laughs. She let go of his hand and clasped her hands over her mouth.

Spencer took a step from the machine and put his hands up. "I can't." He felt as if his hands were emanating enough heat to warm the room.

He turned to her and crossed his arms, taking caution to not rub his hands on the fibers of his shirt. The skin of her cheeks peeking from behind her hands were red and her eyes glossed over from welling up with laughter. Her chest rose and fell slowly as she tried to stop herself from laughing. Spencer's lips twitched into a smile. Sam constantly found joy in other's pain, a sinister trait that they shared. He wondered why he never noticed how her hair seemed a brighter shade of blond or how her face glowed when she laughed. She fanned herself with her hands and bit her bottom lip to restrain a smile. She gave up quickly and let out another small chuckle. Spencer noticed her lips were an appealing shade of dark pink.

"Come on." Sam stepped passed him and took over, and his eyes focused on her as she worked. When she was forced to do her job, under Luke's orders, they would talk while she made drinks. He liked watching her work, she was not quick, but she was effortless. "Here, you can pour it."

Sam looked back at him. He took a small step towards the counter and grabbed the canister. She handed him a spoon. "You have to press the spoon on the foam so it doesn't just come sliding out all willy nilly. This part should be easy for you, you're an artist after all." Her voice sounded sure and encouraging. She mimicked the motions, her hands working with an invisible spoon and cup. He glanced at her underneath his hair that had crept over his eyes. She caught his look. He blinked and looked away, his heart jumping into his throat. He concentrated on his tools in front of him, with a sudden leap of determination.

He poured the foam into the cup, creating messy white and caramel waves. He put the canister down and looked at his achievement. "Not so bad I guess."

"Not at all," Sam confirmed.

Sam started to clear the counter of their experiment while Spencer walked slowly back to his seat. A minute later Sam walked up to him with a plastic bag full of ice. He let out a content sigh as soon as the cool hit his hands.

"I couldn't feel anything for a week when I started here," Sam explained. "I still burn myself."

"It's a dangerous job, being a coffee maker person."

"It's barista, bitch," Sam jabbed a finger into his shoulder. "And yes, after wild elephant trainer, being a barista is the most dangerous job there is."

Spencer shook his head and massaged the bag. Rose walked in the door, eyeing Spencer's injured hands suspiciously as she made her way behind the counter. Sam grabbed her apron and slung it over herself.

This was the time Spencer usually went back to his book or newspaper or drawing. Sometimes he would leave and offer Sam a ride when she got off. Other times he would visit his admirers for a while across the street. Sometimes they would play Mad Libs across the store. Today he decided to take out his phone and check his text messages while nursing his burning hands.

Sam bounced around the store, making drinks, taking orders, and wiping tables. She swept the floor, or fought Spencer's feet with the broom for dirt under his table. Spencer grabbed another napkin while she talked with Rose about next week's schedule. He jotted some ideas down for sculptures and wrote words that popped into his head. He turned the napkin over and started to list some groceries he needed when he felt Sam's hip bump his elbow.

"I'm done."

He glanced up at her. Her hair was starting to frizz like it did every day when she was finished with work. Before he could stop himself, he asked her something that he had been wanting to since he first saw her swaying behind the counter.

"Do you want to come over?"

**/**

Being in the Shay apartment was different yet oddly familiar. Sam was starting to spend every day on the couch, the aroma of clay and cake icing wafting off the cushions. She would wake up after short naps to the sound of Spencer breaking something or lighting a sculpture on fire. It had been months since she called this place her first home - her mom's apartment being her second - but it was starting to become it once again. Within the first week, she found her favorite cream sodas in the fridge and Fat Cakes in the pantry.

Sam liked Spencer's company. He would often be sketching or sculpting while she sat on the couch and clicked through his laptop. He would carry on about a dream he had the night before and she would summarize random articles she found on the internet. She liked his eyes, not judging her for deciding to work straight out of high school, never questioning why she didn't go to college. She wasn't sure if Carly advised him against it or if he just knew that she was sick of it. Even when she would tell a nosy customer that she wasn't going to college they would still encourage her to "try it out" at a community college. But she had been a student for most of her life and she knew she absolutely hated it. Maybe she would go when she was old and boring.

Sam wanted to make money out of high school because, well, she loved money. She bought all the food she wanted, rented movies and bought pointless PearPhone apps. Maybe some day she would move out of her mother's apartment, but other things were more important.

A loud, disgruntled groan snapped her out of the celebrity reality show that was hypnotizing her. She looked behind the couch, where Spencer was working on something made out of measuring cups and lightbulbs. His hands were pulling back on his hair, stretching his face.

"Hey there partner." Sam peeked at him from the couch.

"I can't see!" Spencer kicked a glue bottle over and then immediately picked it up with a frustrated sigh. "My hair is in my face and too long and-"

"I'll cut it," Sam suggested. She jumped off of the couch.

His eyes widened, his hands stroking his hair. "Oh, I don't know..."

She rolled her eyes. "Oh come on," Sam grabbed the scissors from a nearby drawer. "What if I'm the best hair dresser in Seattle?"

"Are you?"

"I don't know."

Spencer eyed her up and down. She twirled the scissors on her finger, smirking.

"Alright." he sat down in the nearest stool, keeping his stare locked on the scissors.

Sam circled him quietly, trying to quickly figure out how to cut hair. She had watched the women at Supercuts clip her hair in the mirror a bunch of times. She remembered an iCarly bit where they shaved Gibby's head, but that was another beast entirely. She bit on the rubber handle and tilted her head, examining Spencer's hair. His shoulders were scrunched up near his ears and her stomach sank.

She was nervous. Spencer's locks were at her mercy, and while she liked wrecking chaos wherever she went or on whatever she touched, this felt different. She popped her hip and contemplated forgetting the adventure entirely. Spencer was obviously nervous, his back had been tense since he sat down.

Sam took a step towards him and put her fingers in his hair. He jumped and let out a small yelp at her touch. Her fingers snapped back as he mumbled a quiet "sorry." She felt her heart beating in her ears. Spencer shook his shoulders with a sigh. She went back and forth with the scissors, prepared to cut near him and back to her side.

"Alright, I don't know how to cut hair." She walked around to face him.

"Of course you don't." Spencer shook his head with a smile.

Sam rolled her eyes. She took her place behind him and pushed her fingers through his hair. She was determined now. With Spencer's aloof attitude towards his hair, she felt like her old self again. She moved her fingers through his mane, feeling for the best starting place. She noticed his body relax in front of her, his head started to bob and follow her fingers. She was mesmerized by his movements against her hands. Her chest felt light as she watched his body move to a rhythm that she was creating. Her nails lightly scraped the nape of his neck as she lifted them up through his tresses. She found a dried piece of clay in his hair and wondered how long it had lived on his head. His head rolled on his neck sending shivers down her spine. trategies about cutting hair were leaving her mind and being replaced by an ache to touch him. She saw his arms fall to his sides, his fingers moving as if wanting to touch something, to hold something. His head moved against her hand causing her to feel the rough stubble from his cheek on her finger tips. She pushed his hair away from his face when she felt something on her leg.

She tensed behind him and looked down. She had moved towards him. Spencer's finger tips grazed her thigh but had fallen back to his side at her sudden standstill. She took a big step back and stared at his head. He didn't turn to look at her and said nothing, the arguing of celebrities from the TV occupying the silence.

Sam's heart was racing. Her previous experience with men were always straight forward, true to what they were, but most importantly clear of what they were. She controlled her space with them and she knew what was happening. This was different, she had no control of herself and she had no idea what just happened. She yearned to touch him again or to run out of the door. But she just stood there, her eyes staying on him.

Spencer turned around in the chair slowly, when he was in front of her, his face was scrunched in a look that constantly made her laugh. This time was no different. He grabbed the scissors from her as she chuckled, took a hold of his bangs and quickly snipped them, exposing his eyes.

"There," he stood up and brushed the hair off his front. Sam examined the new cut.

"Looks like crap." She smiled.

"You look like crap," he retorted, pulling her hair playfully. She grabbed his wrist, twisting his arm. He let out a small yelp. "Okay, okay, you don't look like crap!"

"What do I look like, then?" She asked through grinning teeth. She twisted his arm more and giggled as he fell on the floor.

Spencer's head made a loud thump as it hit the floor. He blinked and he caught her eyes. Her breath caught in her chest as his eyes darted around her face. He opened his mouth but quickly closed it again. She saw his head shake and he cleared his throat, his mouth twisted in a smirk.

"A girl who can't cut hair."

She laughed above him, trying to muster a believable angry glare. Spencer laid out on his back and pulled on his arm, tugging Sam. She fell on her bottom and folded her legs in front of her, letting him go. They sat on the floor and laughed.

That's where they stayed, talking about bad haircuts of their pasts, favorite condiments, dream cars, how much they missed Carly, and their shared ability for balancing spoons on their noses. Around 1AM Sam got up to lay on the couch; Spencer laid a blanket over her and she was asleep before he made it to his room.

**/**

A loud pop echoed throughout the apartment and Spencer let out a happy battle cry. He filled another water balloon, this time with red paint and secured the end. He took a few steps back and threw it at the large canvas. He smiled at the explosion of color as if to agree with it's random placement.

He had kept himself cooped up in the apartment for the last two days trying to finish a painting that would be up at the Rolling Hills Retirement Center. Dan, the owner, had asked Spencer to create a large painting to hang in the welcome area. He couldn't say no to his most reliable source of income. However, he wasn't having much luck painting things that seemed appropriate for people to see when walking into a retirement center. He painted ducks in a pond, babbling brooks, and calm lakes. He would send a picture of each one to Sam when they were finished. Her texts all reflected how he felt about them.

_Gross._

_You can do better than that._

_This just isn't you._

This morning he decided to forget the motel art angle and placed a large canvas against the counter. He had been throwing water balloons filled with paint at it for the last half hour. The picture of himself with a balloon hadn't received a response from Sam yet. He glanced at his phone, then threw another balloon.

Sam's absence from the apartment for the last two days were waring on him. He had finally grown accustomed to his food always being missing and someone always hogging the TV. The silence in the room made him feel empty again, just when Carly left. Even his belongings started to scatter themselves around the apartment.

He threw another balloon and yellow paint slid down the canvas, creating a pool at the bottom. He missed her bobbing blonde head peeking into the pantry and the smell of coffee blowing past him when she got up to refill their drinks. The smell of coffee had created a new comfort for him. And once, when she helped him hold up a clothes hanger while he glued it on a water bottle, the smell of coffee emanating from her hair mixing with his favorite brand of glue made him lose his balance.

He found himself making jokes and making faces just to see her laugh, and hoped that she'd lean on him when her chuckles became too powerful. Making Sam laugh wasn't a new game for Spencer. He considered Sam the hardest to crack. When she laughed at his jokes or complimented his sculptures, he knew she was being honest. To get a positive reaction abut anything from her was a prize. Now making her laugh wasn't as rewarding as just seeing her smile or feeling her hand grab his when she was doubled over laughing. He strived to catch her eye as they played Battleship at Mr. Bean's. He would purposively argue about what to watch so they could wrestle on the couch for the TV remote. His relationship with her was in limbo somewhere between his sister's best friend and his.

He let go of another balloon, releasing a pop and green paint dotted the top of the frame, some dripping slowly over the collected blend of colors. He took a few steps back and twisted his head to look at the painting. A knock on the door startled him.

He wiped his hands on his favorite "paintin' shirt" and jogged to the door.

"Hey! I just finished, you gotta take a look," Spencer didn't notice her bags and blank face. His heart leapt as he grabbed her arm and pulled her inside. He hopped behind her and covered her eyes with his hands. He lightly kicked her heels to push her forward and stopped her in the spot he just occupied.

"Spencer..."

"I can't believe I finally finished something either." He wiggled his body in excitement. "Voila!" He released his hands from her face and walked around between the finished work and Sam.

He focused on her. Her eyes darted around the canvas but her face didn't change. He waited anxiously for a reaction. He knew she would love it, it was really him, the colors really stood out against each other. He wanted her to tell him, to smile, or give him a hug.

"It's great, Spencer, this is more like you, I love it." Her voice was low and sincere but not what he expected. He waited for her to tell him to buy her a smoothie in celebration but minutes passed in silence. He took a step in front of her and her eyes met his, determined, hard, and scared.

"Will you come with me?" Her question ricocheted off the walls. He peeked behind her and he finally saw her bags, two black duffle bags sitting in the doorway.

He wondered where she was going. He thought about his painting that was supposed to be at the Center tomorrow. He thought about his private art lessons with Mrs. Johnson a couple doors down. He wondered who would prepare the turkey for Thanksgiving in a couple of weeks. He thought of the empty apartment, and how it had come to life again because of her.

"Yes."

**/**

**AUTHOR'S NOTE: **Thank you everyone for all the kind reviews and wanting to read more comments and I just... SO COOL! Hope you enjoy this chapter and please review. Speculations on what's gonna happen next are fun, I suppose. ;) Thanks, again. (Also... big thanks to Abster1 for being the best beta ever even though this story is FOR her. Goodness.)


	3. Chapter 3

Oregon reminded Spencer of family vacations. Camping trips where Carly would sit in a snap up play pen all day while his dad taught him how to build a tent. His mom would lay in the sun with a Danielle Steel novel, flashing smiles and waving at Carly after every turn of the page. In high school he snuck out of the house and drove to Portland to see a concert with some buddies; his first experience sneaking out of the house and drinking alcohol.

He never imagined he would be in Oregon, watching the green trees through raindrop filtered windows with Sam. With Sam in her mother's car, Google map print-outs flooding the dash and static radio playing faintly through the one and only speaker that worked. The highways and freeways are winding and lined with trees, mountains scraping the sky until the road leads alongside them. They were about 100 miles out of Seattle and nothing had been said between them, and thirty minutes into their journey he slowly reached for the maps along the dashboard. Their destination was 700 miles away in a place that he only imagined he'd be going to for a bachelor party or an elopement: Las Vegas.

Spontaneity didn't scare him, he liked the idea of decisions being made by the seat of his pants. However, this felt different. No one knew where he was, he was texting Carly lies and he ignored one of his dad's scarce phone calls. But most of all, he didn't know why he was in Sam's mom's car, where empty glass bottles rolled around his feet and unpaid parking tickets poked out of the glove compartment.

The car came to a stop and Spencer realized they were getting off the freeway. He watched Sam as she turned the car into a gas station and stopped next to a pump. A short plump man came to her window and knocked. She jumped, causing the other two men in her company to as well.

"You don't pump your own gas in Oregon." Spencer told her. She nodded and reached for her bag. "No, I'll pay for this one."

Sam shook her head and slapped his hand away from his pocket. "No, no, I dragged you here."

"Sam, I will pay, you've been driving so far."

"Spencer," she looked at him. "I got it."

He tinged with hurt and anger. Sam seemed so anxious, lost, and determined that it made him physically ache that he couldn't help her. He thought maybe by taking some financial burden off of this trip, it would loosen her up, calm her down, but it seemed to do the opposite. He was starting to get frustrated by being left in the dark about everything that was happening, angry that she hadn't talked to him, and irritated that she was acting ungrateful for his company.

He saw her sit back and grab her credit card back from the attendant and shove it in her purse. Her hair was frizzy, her curls loose and taking over her face and shoulders. His heart sank at the sight of her. Spencer took a few long breaths to calm himself down and realized that despite his frustration with the situation and with her, he couldn't bear the thought of her taking on whatever this was alone.

A knock from the attendant startled them again and the man gave her a thumbs up through the glass. She nodded and waved but he stared at her, sticking his hand out.

"You gotta tip him." Spencer informed her. She slowly turned towards him, her eyes wide and her mouth agape.

"Tip him? Isn't this his job?" Sam's voice boomed through the car and Spencer glanced at the man, wondering if he heard her.

"Well, he provided you a service." Spencer explained, holding back a laugh.

"That he is paid to do." Sam reasoned.

"Hey wait, don't you get tips at Mr. Bean's?"

"Yeah, but I have a skill. The only skill this guy has is the ability to not finish the third grade."

Spencer laughed and saw her frustrated face slowly break into a smile. She let out a few chuckles that made him feel like his whole body was floating above the beer bottles and questionable garbage.

They stared at each other for a few moments, her eyes were glossed over with frustration and laughter. She reached between them and put a hand on his arm. His breath caught in his throat as she smoothed her thumb over his shirt. Spencer opened his mouth to speak but shut it again, unable to think of anything to say. Her eyes crept down to her hand and he saw the corner of her mouth twist up in a smile. This was Sam's apology, her way of telling him how grateful she was for following her blindly; her grip said that she needed him.

A knock on the window made them both jump and Spencer let out a loud scream. Apparently, the stumpy man was stubborn. Sam turned around and rolled down her window.

"Here's a tip, don't ever do that again."

Spencer scrambled to get his seatbelt on as Sam turned the ignition, speeding off from the gas station, her hair flowing behind her and rain speckling her face. Blinking, she rolled up her window, and as it closed Spencer sat back in his seat. The car regained control and made it's way back onto the freeway, and Spencer saw Sam glance at him with a grin out of the corner of his eye. Smiling, he turned up the radio and resumed staring at the trees as they hummed along.

/

Sam had eaten all the Fat Cakes she packed and punch-buggied Spencer too many times to count. Hours had passed and she kept checking the gas gauge. She noticed Spencer nodding to sleep, a bump in the road always there to jerk him back awake. A while back they cheered at the "Welcome to Idaho" sign, so she assumed they were still somewhere in that state.

She had two prominent worries. What she was going to say to her mother when she returned from her vacation with her new boyfriend and discovered that Sam had taken her car, and what she was going to do when they got to Las Vegas. Her mother had yelled at her numerous times before for taking her car, even before Sam was a legal driver, but Sam had never been this far away with it. One time, with Carly and Freddie in tow, they took the car to the Washington-Oregon border and back for fun the day Sam got her learner's permit. She was grounded for two weeks but spent all of her time at the Shay apartment anyway. What would be her punishment for taking it to Vegas with no real time frame for returning it?

Sam gripped the steering wheel and leaned forward as if it would stop the boredom to look at the road from a closer angle. She glanced at Spencer, whose face was lit by the faint road lamps and headlights from cars passing by. He was, as far as she could tell, asleep. Some time ago, he promised he'd stay awake as long as she was behind the wheel, but he was snoring next to her twenty minutes later. He occasionally awoke, disoriented, but would find his resting place between the seat and the window soon enough. Throughout the drive while Spencer slept, Sam would have small panic attacks thinking about her options and the consequences of this trip. What would happen, would she would regret this one day, or is she as insane as her sister suggested? She wanted to pull over, wake up Spencer and have him hold her. She wanted to smell the toxic fumes of paint off his shirt, and feel his rough hands in his favorite spot on the back of her neck. As she drove, she settled for turning down the radio and listening to Spencer's soft and even breathing as he slept. She never liked to lose her cool; it scared her to rely on someone else and to need that person when she was feeling her worst.

Spencer stirred next to her and his hand crept it's way along the seat until she felt his pinky finger against her leg. She looked at him as his head slowly rose and turned toward her, his eyes barely open, his face red and lined from the car's interior. He stared at her, his eyes half shut and his mouth open with a grin.

"You're pretty." He slurred.

Sam's heart leapt into her throat and she let out a small cough. He didn't seem to find his comment of any significance or notice her almost asphyxiate in front of him. He slowly turned his head and looked out the window.

"I'm sleepy, can we sleep there?" Spencer pointed to a road sign, painted with the usual courtesy symbols to notify drivers when it was appropriate to exit for fuel or food.

Sam didn't want to stop, but common sense was starting to settle in. It was getting late and there was no way she was going to stay awake to drive straight through to Vegas. They had to stop at some point to sleep. So she quickly exited the freeway and followed the signs for lodging.

Spencer sat up in his seat, becoming more alert by the second. Sam pulled into a parking lot, right under a sign that read MOTEL.

"Well, I guess there's no mistaking what this is." Sam observed, nodding towards the sign. Spencer nodded and followed her to the office.

"Let me pay?" Spencer asked, his voice was quiet and an octave higher.

She wasn't sure if she was just suddenly tired or scared that she would eventually run out of money, but she agreed. Spencer smiled and took a step in front of her. She watched in a haze as he made all the arrangements for their room, she could hear his small jokes and laughter as he was handed keys and a map. She followed him to the car where he picked up their bags, leading her to their room. Its unfortunate lighting brought her out of her sleep deprived daze.

"Yikes."

Sam couldn't be sure, but this might be the first motel room she had been in with hospital-blue linoleum lined floors. One painting of a gold meadow hung between the two queen size beds. The lamps were covered in dust and the TV was older than she was. However disgusting and uninviting this place was, Sam dove into the nearest bed, her face smashing into a scratchy blanket.

"I'm starving." Spencer said.

Sam rose a hand and let out a "Me too" against the bed.

"There's a sketchy Chinese place right next door I can-"

"Yes!" Sam rose her head up with all the strength left inside of her. She heard Spencer laugh before the door closed behind him.

She must have fallen asleep because she didn't remember when he got back, only the smell of sweet and sour pork waking her from the lumpy mattress. Through her hair she could make out Spencer, clad in rubber duck pajama pants, arranging their late night dinner on the opposite bed. She watched him organize a few Chinese take out boxes in a straight line, then put down chop sticks in front of the parade of deliciousness. She smiled when he picked up the chop sticks and carefully turned them the other direction. He paused in front of his presentation and then turned to her. She quickly shut her eyes.

"Sam." Spencer pushed her gently; she felt his weight shift the bed as he sat down next to her. "Sam, there is food."

She fluttered her eyes open as Spencer swept her hair from her face. The complete sight of Spencer's food extravaganza made her mouth instantly water. She slowly pushed herself from the musty blanket and swung her legs over the side of the bed.

"It's beautiful."

Both of them faced the food. She could feel Spencer looking at her; she didn't need to look at him to know he was smiling. There was a smile that he reserved just for her and she had it memorized.

"And it's all yours, Puckett." Spencer waved both hands before the food and bowed to her.

She reached over and grabbed a container, not concerned with it's contents; she had never tried a Chinese dish that she didn't like. She took the chop sticks in her hand and plunged it into the depths of noodles and chicken.

As they ate, Spencer read the complimentary guest reference book and flipped through an Idaho travel magazine, making sure to enlighten Sam about the many wonders of the great state. They ate from each other's containers and fought each other for the bigger pieces of pork, using chop sticks as their weapons. During a "stomach break" Sam changed into her gray Ridgeway gym shorts and an oversized Stanford shirt that Carly gave her after she was accepted into college. She sat down and continued to ravish a serving of something with lots of vegetables, not much meat, but a delicious sauce.

Spencer had given up on their food adventure and was laying against the chipped headboard, a hand on his stomach.

"Wuss." Sam mocked as she stuffed a piece of broccoli in her mouth.

"I'm not a wuss, I just don't have a black hole for a stomach like some people." He rubbed his stomach with a satisfied grin.

"Or you're a loser." Sam toasted him with her white and red box and continued to scarf down her food.

"Oh yeah? Fine." Spencer reached across to the other bed and grabbed a container and found his chop sticks again. He scooped up a large helping of chow mein and shoved it in his mouth, his cheeks puffing to accommodate the challenge.

She almost spit out her food as she watched him tackle the glob of food in his mouth. He was laughing too, spitting food out of his mouth towards her. She jumped away, narrowly missing a noodle heading for her leg. After a couple of minutes of laughter and flinging food, Spencer swallowed the rest of his dare. He stood up as she applauded him and sat back down, rubbing his stomach.

"You're the devil." He belched.

Sam pushed the food that escaped Spencer's mouth off the bed as he slouched against the pillows. His foot grazed her arm as he arranged himself to a better position. Sam looked inside her take out box and decided to tip it over and let the rest of it's contents slide into her mouth. She tossed the empty box on the opposite bed and crawled next to Spencer as she chewed the last of her feast. She propped herself up on the pillows and sighed. Sam let out a small burp and lifted her shirt to the top of her stomach and started to fan the exposed skin with her hands.

"What are you doing?" Spencer asked.

Sam continued to fan herself. "I am giving my stomach the star treatment. It just did a lot of work."

She noticed Spencer watching her with an arched eyebrow. He shrugged and pulled his shirt up, imitating her.

"This somehow makes me feel better."

"I'm no scientist but I'm pretty sure this gets food to digest faster." Satisfied, Sam let her hands flop on either side of her and waited for Spencer to stop before she spoke.

"Kiera Knightly."

Spencer's head made a soft thud as he rested it on the headboard behind them. "All those Pirates movies."

"Orlando Bloom."

"All those Lord of the Rings movies." She could hear his grin.

Sam poked one of the ducks on his pants. "Cate Blanchett."

She smiled as his fingers slowly came towards her leg and pinched the bulldog on her shorts. "Benjamin Button."

"Brad Pitt." Sam answered as she shoved her shoulder into his.

"Fight Club." Spencer pushed back.

"Edward Norton." She returned his shove. He slowly stopped pushing her and as if this was an invite, she slouched against him.

Spencer's body shifted under her weight. Chills traveled down her body as his arm slide behind her lower back. "Red Dragon." His hand was warm as it closed on the side of her waist.

Sam's mind was clouded with different actors, movies, and of Spencer's movement. Her body was sensitive to his touch. She was conscious of everything he did and she swore she could feel his heart beat through his fingers that were moving above her skin.

"Red Dragon." He repeated. He nudged her foot with his.

"Ralph Fiennes." She said quickly. Spencer's hold on her waist tightened for a moment.

"All those Harry Potter movies." He poked Sam in the ribs.

"You're such a cheater." Sam reached across her body and thumped him on his exposed stomach.

"No, I'm not, he was in most of them, and they basically have identical casts so nyah!" She thumped him again but this time he grabbed her hand. "Don't be sad because I'm winning."

She struggled to get her hand back. "Fine, Maggie Smith." She laughed. He pulled her in closer and placed her arm around him. She stared at her hand resting on his stomach for a few moments, shocked at how smooth his skin was. She thought about the fancy lotion he bought recently at a garage sale and figured it must have been just as wonderful as he bragged about.

"Hook." Spencer's hand smoothed up and down the curve of her side as she let her head rest against his shoulder.

"Dustin Hoffman."

"Tootsie."

They both laughed. Sam pushed herself off of Spencer and looked up at him. Her eyes lingered over his features as he laughed. The lines on his cheeks deepened as he chuckled, his eyes squeezed closed. His adam's apple bobbed with each laugh as his face started to tinge a soft pink. She caught herself smiling wide and bit her lips to hold back her beam. Spencer opened his eyes and caught hers examining him. She blinked away quickly. She could hear his laughter die out and his breathing become more steady.

Sam held her breath, feeling every inch of her body that was touching his. Spencer's fingers lingered on the small of her back, and his hand found hers on his chest. For weeks she would find any excuse to touch him, to feel his skin against hers, or feel his warmth through his clothes. When she hugged him goodbye after a day at the mall full of double dares and pointless purchases she felt a chill as his hair brushed her cheek. There was a certain way Spencer hugged her. Her arms went around his middle and his folded around her shoulders. He curved forward to rest his face above her collar bone and dangerously close to her neck. She knew this position couldn't physically be comfortable but he held their hugs for minutes. She enjoyed feeling him near, but now with his hands sliding along her body and slowly pulling her closer to him she felt choked. Her body was stiff and flushed with a feeling of anxious warming. She wondered if he noticed the goose bumps on her arm as their eyes met.

The bed creaked as Spencer adjusted his body to face her. She didn't move, rooted to the uncomfortable mattress. The hand that held hers made it's way to the back of her neck, she could feel his rough fingers through her curls, tingling her skin. Spencer's nose grazed hers and she looked around his face, trying to avoid his eyes, scared of what they may say. She kept her stare on his lips that were parted slightly, scaring and enticing her. They stayed like this for a moment; she could only hear their breathing, which felt heavy, as her mind became more clear. She glanced at his eyes but quickly closed hers, overwhelmed by the closeness of their bodies, their faces, their mouths. Sam's breathing quickened, his starting to match hers in anticipation. Their chests were touching, rising and falling against each other. Her eyes stayed closed as she felt his nose push past hers.

"Sam." She swore she could feel his lips softly brush hers with each word he spoke, feeling his breath gently on her face. "I... I-Sam..."

Sam's heart was exploding in her chest, each beat increasing in strength and speed against her ears. They were so close and she wanted to kiss him but this wasn't how she wanted it. Not in a motel in Idaho on a trip that may ruin her life, not when she felt this vulnerable. She wasn't supposed to feel vulnerable. Her hand reached and swept through his hair and she rested it in the crook between his neck and jawline, her thumb resting where a smile line often formed.

"Sam." After a few breaths that were struggling to become steady, Spencer tried again. His voice was soft and his lips still almost grazed hers as he spoke. She felt his fingers along her neck stiffen in concentration, or control. "I... I'm -" His lingering words creating small, light kisses on her lips, like the one he brushed against her cheek once when she was pretending to be asleep on his couch.

"I'm going to kiss you." His words reached her ears slower than as they escaped his mouth. He didn't sound like he was requesting permission or like he was demanding it, it was simply stated soft, steady: like a fact.

Sam opened her eyes, looking up at Spencer's. His eyebrows curved anxiously as his eyelids closed slowly. Sam took a quick inward breath, shaking her head, and pushed herself away from him, hitting her body against the wall.

"Spencer." His name took him out of a trance and he sat back from her, his face washed with questions and disappointment. She saw his eyes trace figure eights around her face as his drooped in doubt. "I didn't want - not right now - I just-"

"I'm sorry." He interrupted her, his voice hoarse. "I don't know why I did that."

She yearned to tell him why. Because ever since he walked into Mr. Bean's they'd been happier than they'd been in months. That when they played laser tag last month their celebratory hug in the middle of their game lingered too long among the flying lasers and black light designs. Because every hour without his smile is a wasted one. That he knows that she would only invite him to come with her if she cared about him and needed him close. Because she was fucking stupid to push him away.

"Spencer." She reached out for him but he stood up and looked at the mess of white and red containers on the opposite bed. "Spencer, I just don't-"

"It's okay, just forget it." His words were short but gentle. Her body slumped forward, she held herself up with her elbows resting on her legs. He cleared his throat. "I'm gonna clean this up, I'll see ya in the morning."

She sat and watched him tidy up the hotel room; sat in silence as he took a bag of trash to the dumpster outside. Her stare followed him as he plugged in his cell phone and undressed his bed. Sam watched him climb under the blankets and reach for the lamp between them, hoping and waiting for one last glance from him.

But it never came.


	4. Chapter 4

Sam had woken up throughout the night, but this was the first time she did as daylight creeped through the curtains. She turned from her side to her stomach, smashing her face into the pillow to eliminate the light, breathing in the stale smell of the pillowcase. She pushed her arm across the bed, hoping to feel Spencer's body next to her. She often would wake up on his couch and he would be reading or doodling in front of the couch, his head resting on her knee. She had become accustomed to feeling him next to her when she fell asleep near him.

Her stomach tied in a knot at the recollection of the events that unfolded only hours ago. She remembered his hands, and how his lips so near to hers clouded her brain, sending electricity through her entire body. Sam didn't know how she managed to push him away, how the intoxicating smell of Chinese food on his lips and paint fumes from his shirt left her sane enough to not let him kiss her.

But this trip wasn't about them. It wasn't about Spencer's jokes or the way his arm slipped behind her when he opened the door for her at Inside Out Burger. She needed to keep her head clear and her heart at bay. She asked him to come with her because she couldn't do this alone and that was it. That had to be it, for now.

Sam rolled on her back and opened her eyes to a mysterious stain on the ceiling. She cringed and rolled towards Spencer's bed to find it empty. She felt her heart hammer in her chest. Did he leave? Where was he going? Is the car still here? Was she alone? She jumped out of bed and jogged to the bathroom, which was dark and empty.

"Shit."

She started to go over the possible reasons for his absence in her head as she looked around the room. Spencer's bag was missing, his bed messy and unmade. She tripped over her bag as she ran to the door and pulled it open quickly. She coughed on the air caught in her throat.

Spencer stood on the other side of the door, his hands full of fruit, bagels, waffles, and two coffees that were dangerously close to falling out of his hands. In his mouth was the hotel key. His eyes widened at the sight of her.

"Spencer." She choked.

He said something through the room key that sounded like her name. Her feet felt cemented the ground as she stood in front of him, not believing he was in front of her. She had just spent the last five minutes convincing herself he was gone, trying to figure out what to do from here without him. He took a step forward and slithered by her, his side grazing her arm, making her jump.

"I thought, I mean, you weren't here and I-"

Spencer placed the contents on his bed and turned on his heel, offering Sam one of the coffee cups. She took it slowly, examining his hand as if she didn't believe it was there.

"There was a continental breakfast. There were millions of fruits, none cut into fun shapes though. There were pancakes but I remembered how you think pancakes are waffles' bastard son and how if there was ever a choice between waffles, pancakes, and Hitler and you could save two, you'd probably save Hitler because pancakes are that pointless. They had those mini cereal boxes but no Sam sized ones. I tried to bring one of every fruit and one of every bagel but as I was grabbing the waffles the lady at the front desk was eyeing me so I could only grab two. You can have both." Spencer took a sip of his coffee. "I also asked for extra shampoo because it smells amazing. I put everything in the car except your stuff because, obviously, you weren't dressed yet."

Sam almost dropped her coffee. Spencer seemed too happy to be up at 8AM, although she knew his love for a wide fruit selection. She examined his face, looking for any clues about how he felt, if he was hurt from last night, if he remembered or cared. She started to wonder if she dreamed all of it up.

Spencer sat on Sam's bed and grabbed a bagel and took a bite from it, letting his coffee rest on the bedside table. She watched him as she walked up to him slowly, her grip on her coffee becoming less and less important with every step. She noticed him watch her as she put her coffee next to his and stood in front of him. He swallowed and looked up at her. She stood there, in front of him as they stared at each other for a few minutes, the silence in the room feeling heavy. She watched his eyes as they traced around her face. He blinked and slumped his shoulders.

"Sam, listen-"

She closed the space between them and wrapped her arms around his shoulders, his arms automatically finding themselves around her waist. She gripped him tighter as his face found its spot between her collar bone and jawline. Spencer's stubbly cheek scratched her skin through her t-shirt. She couldn't say much, she never was good with words, but she hoped he knew this was her apology. Her way of saying that she wanted him, that being with him made her happy. She hoped he knew that when she rested her cheek on his head it meant that she wasn't mad at him, that last night was right but the timing was wrong. Most of all, she never wanted him to forget anything she was saying with their embrace.

"It's okay." His breath tickled her neck.

She gripped him tight and then let him go. He looked at her, his hands resting on her hips.

"We should probably get going."

"Hey, I haven't eaten yet. Slow your load." Sam turned around, grabbed a waffle and with a huge bite, makes her way to the bathroom.

/

After a half hour spent eating and an awkward exchange of Sam's duffel bag through the bathroom door, the two of them were on the open road again. Spencer sat behind the wheel, enjoying the cool air coming through the cracked window. Sam had a Google map print out in her lap, flipped over where she was writing down all the essential categories for MASH. Spencer begged her not to play as he was almost certain he didn't like the game any more than he did when Carly and Sam made him play it when the girls were 12.

"Ok, I'm done. So." Sam beamed up at him. "Four broads."

Spencer scrunched his face up in concentration. He was having a hard time thinking of anyone without wild blonde hair and a goofy laugh.

"Dame Judi Dench."

Sam laughed and quickly jotted it down.

"Sasha Striker."

"So you guys can nerd it up for the rest of your lives, aw." Spencer shoved her.

"And." he shook his head. "I don't know, just write some down for me."

There were a few moments of silence as Sam wrote down two other names.

"Salary."

"Just write anything over a million, four times."

"No, you can't do that. One has to be bad. One will be mud pies."

The car ride continued as it always did, full of random games and lots of laughs. However, after they got some gas next to a McDonald's that Spencer was unsure of, even though Sam ordered half of their menu, she fell asleep, burger wrappers scattered around her lap and feet.

All the worries about this trip and what was happening and why he was even in Sam's mom's car had escaped him last night. Now he had more questions - more important ones. Why did Sam resist him? Only a week ago they were wrapped in each other's arms and legs watching the first season of Girly Cow. When she shifted her weight into him after a fit of laughter, he smoothed his hand under her shirt and rested his hand over her stomach with no resistance. Days before that she was called in to close at Mr. Bean's; he stayed in the empty coffee shop with her and mimicked the Dirty Dancing finale when "Time of My Life" came on the radio. They kept dancing into the next slow song when he couldn't help but uncomfortably bend down and bury his face in her hair, letting his lips graze her cheek that caused her arms to tighten around him, not to push him away. Sam Puckett used to be hard to read, but it had seemed easy since he found her behind the counter at Mr. Bean's. He never questioned his actions or thought they would go badly, nor did he find it strange when she told him how hot he looked when he loosened his tie after a lesson at the center. This all felt natural, organic, like it was always supposed to feel this way.

Then he tried to kiss her. He told her he was going to, and by all intents and purposes they already were. Kissing women wasn't new to him, approaching women to kiss them was also old hat for Spencer. Over the years he had adopted many fool-proof techniques that were great when he was out at bars with Socko. It was easy to say that he had been around long enough to understand what women like and what they want and how he could also get what he wanted. But Sam, she was different. He had never done any of what happened last night with any girl. His heart had never drummed in his ears so loudly that he wasn't sure if she was protesting sooner. He had never been intoxicated by the smell of broccoli beef or lose control at the closeness he felt with a woman's nose graze his. Being with women was easy, old, standard. Being with Sam was effortless, familiar but still new, and everything opposite.

Sam's cell phone buzzed from the cup holder. He stole a glance and saw a pop up window with Carly's name above a text.

I can't believe you're doing this. Turn back, nothing good can come of it.

Spencer felt his stomach tighten and looked at Sam. She was still asleep, her mouth slightly open, her head resting on the window: beautiful.

What was Carly referring to? The trip, the reasoning behind this trip? That Spencer was hanging out with Sam so much and tried to kiss her last night? He was tempted to text her back, ask her what she meant, or look at the text history between them. He struggled to consider what was right and what he needed to know as a car passed him along the highway. He bit his lip, and with his eyes on the road reached for the phone.

"What are you doing?" Sam's voice almost made him turn into oncoming traffic. Sam grabbed her phone.

"Oh, oops. Sorry." He shook his head and forced a laugh, his palms beginning to sweat. "I thought that was my phone."

He glanced at Sam, who was looking at him questioningly, then she turned quickly to her phone and began to text Carly. The car remained silent as minutes passed, only the sound of Sam's text message alerts and typing filling the space.

As the roads became more straight and the scenery more dull, the numbers indicating miles to Las Vegas on road signs were dropping slowly. Sam was still texting Carly sporadically through the hours, occasionally mentioning something Carly did recently or how one of her exams went. The closer they got, the more curious Spencer was about where he was actually supposed to be going. Las Vegas was practically here, and all the Google maps indicated were the city, no one place in particular. He didn't want to press Sam for information, silently hoping that when they were under 100 miles away, she might share that with him. After it seemed like she was going to be more interested in whatever Carly was saying than where they were going, he decided to try.

"Do you know what exit I get off at?" Spencer asked carefully. She took a few moments, finishing a text before answering without looking at him.

"Whatever one looks lucky."

"Sam, come on." He immediately regretted his response and tone.

She looked over at him, the whip of her hair causing a rush of air to wash over him. "I don't know what exit, take one in Las Vegas and just..." She paused, then swallowed. "Just stop at any hotel and we'll check in and go from there."

It was the most information without any real facts that he had gotten out of her. However, he was starting to wonder if this was just some gambling vacation with no real plan.

The glamorously, dirty streets of Las Vegas greeted them an hour later. He wanted to stay away from the strip due to his fear of Sam having some sort of gambling problem, and disobeyed tourist road signs pointing to the strip. He decided on a Best Western that seemed far enough away from trouble that lacked questionable surroundings. He turned off the engine and stretched in his seat. He relaxed and looked at Sam, who was staring at her lap, not moving.

"Want to see if they have any rooms?" Spencer asked. She gave him a small nod.

He jumped out of the car and stretched again as Sam got out of the car slowly. She looked at him over the vehicle and they locked eyes for awhile, the glow of the parking lot lights catching her face. He gave her a smile that she returned. She spun around and headed into the office. He followed behind and joined her at the counter while she asked about a hotel room. Spencer watched as the clerk gave Sam the room keys and showed her a map of the complex, circling their room. Sam's face was no longer sullen and vulnerable, but the one he's familiar with, full of determination and spark.

"Is there anything else I can help you with?"

Spencer shook his head but didn't answer audibly. He smiled politely at the clerk and grabbed the room keys as Sam swiped up the map. Spencer started his way back out of the lobby but noticed Sam was still at the desk. He turned around.

"Where do the scum of the Earth gather in this town?

The woman behind the counter seemed taken back by Sam's question, but soon grabbed a piece of paper from the nearby printer and started jotting things down.

Spencer had been sitting on the hotel bed for a half hour, flipping through the limited channels, only staying to watch some local news. When they had gotten to their room, Sam threw the paper on the bed and escaped into the bathroom with her duffel bag. Spencer grabbed the paper and skimmed the list. He wasn't sure, but all of the locations sounded like bars. Bars that he knew Sam wouldn't be able to go into.

He had changed his shirt after looking over the list, figuring he may need to look good to be allowed in some of them, although by Sam's description of places she needed to go, he slightly doubted it. Too nervous to interrupt Sam, he had left her alone as she clunked around and cursed in the bathroom.

While he spent the last 48 or so hours wondering why the hell they were going to Vegas, being there was a whole new experience. Everything felt on edge and was moving so quickly. He felt restless, as if he was late to something.

Spencer heard the bathroom door open and quickly changed the channel from the Home Shopping Network. He heard Sam curse under her breath and she appeared in front of him.

He coughed as she turned towards him and flailed her arms in the air.

"I look fucking ridiculous." Her words sounded far away.

Spencer selfishly examined her. Her body was being hugged by a short black dress that couldn't have been the correct size for her. Her hips pushed out from her small waist in a way that he had never noticed, perfect. Her legs were a smooth, creamy white, accentuated by the tallest shoes he had ever seen her in, bright red, the points coming to a dangerously small tip at the bottom. As his eyes trailed back up to her dress, he noticed that he may have been right about the dress being too small. Her breasts were pushing to break free, being held in by a lace bra that was peeking out over the top of the garment. Her cheeks were flushed, almost matching the intense red color on her lips. Her eyelashes were incredibly long, her eyeliner thick but just enough to entice him to want to continue staring into her eyes. Her hair was full and engulfing her small frame, large, perfect curls begging to be touched. His eyes wandered across her body again, but snapped back into reality when she turned around to face a mirror on the opposite wall.

"Ugh, I look like a 12 year old prostitute."

Spencer shook his head vigorously, but she didn't notice. His heart was pounding and his palms were wet inside his clenched fists. He was fighting with himself internally, arguing with himself whether to look away, keep looking, imagine her with more clothes on, imagine her with less. He knew he had feelings for one Samantha Puckett, but this made him feel ridiculous. He cleared his throat before he spoke.

"Why are you dressed like that?" He asked slowly.

Sam turned around and he felt all of his insides fall to his feet. Fuck.

"I need to get into bars. I hear no one questions tramps." Spencer shrugged in his mind but never felt his body move. "I can't even breathe in this thing."

Spencer quickly blinked away as Sam adjusted her dress, smoothing material over her boobs and pulling at fabric along her thighs.

"Or walk." She chuckled as she walked across the room. Spencer stole a glance at her from behind and felt like crawling under the covers to stop from staring at her. Or take a cold shower.

"Well, who knows. Hopefully it will work." She reached across the bed, the smell of her hair passing through him, numbing his body. She grabbed her purse and grabbed a wad of cash that she quickly shoved into her bra. "Ready?"

She stood in front of him, her hip popped to one side, her legs shaky on their new foundation. He smoothed his hands through his hair as she turned around and headed towards the door.

They chose a bar at random and were following Spencer's phone GPS to find the place. The car ride was silent except for Sam barking out directions and her grunts as she tried to pull down and pull up her dress. When they spotted the building, Spencer parked on the street, feeling nervous for a reason that he was unsure of.

"Can you help me get out?" She laughed.

"Uh, yeah." He quickly turned off the car and jumped out.

"I'm sorry if you see any of my business." Sam said as Spencer opened her door. She gestured towards the bottom of the dress. He put his hand towards her and his eyes to the sky as she struggled to climb out of the car. When she stood next to him, she was almost a head taller than usual; he wasn't exactly sure where she stood compared to him though, because he kept his eyes above her head.

"You okay?" Spencer asked as he felt her trip over her shoes.

"Yeah." He looked towards the bar.

"Fuck."

Spencer looked down at her. He saw her shake her head and give her body a small stretch as she let out a long breath. She looked up at him, her eyes cutting off his oxygen supply.

"I'm 24. Same birthday, April 17th. I graduated high school in 2006." She was sure of her facts but her voice was shaky. He nodded.

"Do we have code names?" Spencer asked, his nerves catching up with him.

"Yeah, I'm Sam, you're Spencer." She rolled her eyes. "Now... um." She paused and looked down at her hands, fumbling with her fingers. She looked back at him. "There may be a time while we're in there that I want to leave. Just... follow my lead."

"What if I'm lost?" Spencer asked, his stomach tying in knots as he spoke.

"If I want to leave, you'll know it." She grabbed his hand, gave it a desperate squeeze, and led him towards the entrance.

With each step he his body felt more numb. She walked with such grace now, the heels and skin tight clothing hardly effecting her. Sam might just be the best actress he knows.

They walked through the entrance, Sam winking at the man stationed at the door, smoothing her hand under his chin with a flirty laugh. A wall of smoke hit him hard in the chest as he walked inside, making him cough, but he recovered quickly. His eyes started to adjust to the dim lighting and fog, but when Sam let go of his hand, he felt oddly lost. The room wasn't very full, groups of men hung around in various corners or at scattered tables. The main bar sat alongside the back wall, a greasy, slow man pacing behind it. A single pool table sat on the side of the room where two men stared at it, a pile of money in the middle. Spencer noticed another man watching from a distance. He felt Sam grab his hand and a second later he was being pulled to the bar. As they walked he noticed a few men turning to face them, eyeing Sam as she walked, their eyes dancing from her chest to her ass. Seeing this, Spencer's grip on her tightened and his ears warmed.

"Can we get some beers?"

Spencer heard Sam's voice and turned to face her. Her golden curls looked damaged in the horrible light and cloud of smoke. Spencer moved to her side and placed a hand on the small of her back. She leaned over the bar, her chest heaving over it. Spencer accidentally glanced at her breasts, averting his eyes quickly to the bartender.

"What do you want?"

Spencer felt her body stiffen under his hand.

"PBR." Spencer answered.

Sam slapped a twenty on the counter as the bartender grabbed their drinks. He accepted her money graciously and as if his tip wasn't enough, made sure to get an eyeful of her before he tended to his other business.

Sam took a swig and leaned towards him. "I guess it is working."

Spencer didn't have the heart to tell her that the bartender probably wasn't buying it but was risking his license to steal glances at her. He downed half his bear in one gulp, easing his desire to fight all the men that were staring at her. She turned around, walking towards a table to stand against it. Spencer followed and stood behind her. He almost asked her what was next, but decided against it. She seemed to be in a zone that he had only witnessed when she entered eating contests or made bets.

She craned her neck and looked around the room, squinting through the smoke. They stood this way for awhile, Sam looking around for something that he was unaware of as he tried to block male eyes that were pouring over her. One man approached her but was quickly dismissed by Sam. Spencer wasn't sure what was happening, but he wanted to get out of here. He was upset at all the men looking at Sam, upset that he couldn't breathe, and that his beer was gone. He took a swig of Sam's and took a step behind her, putting a hand on her back.

"Hey, are you okay? Do you want to go, or get another drink, or..." Spencer felt Sam's body stiffen and she stood up straight. Her hand flung to the edge of the table, almost knocking over her beer.

He could feel her breathing quicken, fast and unsteady. He looked around the bar quickly, wondering if someone was watching them, but he only found the same hungry eyes. Spencer took a small step to her side and looked at her face. Her lips were tight and closed, eyes narrow, her cheeks flushed. He followed her stare across the bar, at a pair of men who were holding beers and watching the ongoing game of pool. Neither of the men seemed to have noticed her. He looked back and forth between them until one of them laughed and he froze. The man was slightly overweight, a mane of graying, thin hair covering his ears. He slapped his friend on the back and laughed again, his smile resonating in Spencer's brain. Flashes of all the times he had made Sam laugh passed through his mind. The time he was sick and fell on his way to the bathroom, when she found him crawling awkwardly on the floor looking for a small screw from one of his sculptures, when she tried to teach him how to make a latte. His hands slowly clenched into fists as he watched the man whisper something to another guy in the bar before he spit on the ground.

He was why they traveled so far. Why Carly told Sam to turn back. Why Sam needed Spencer here. He was the reason Spencer had been racking his brain for days wondering why anyone would go to Las Vegas to do anything but gamble or get married. He was the reason Sam had been so vulnerable, anxious, worried, frustrated, and unhappy.

It was Sam's father.


	5. Chapter 5

During her last final at Ridgeway, Sam decided to find her father. She wasn't sure if it was the anger she felt at having to figure out dimensions of a shape that she didn't care about or that the idea had been swimming around in her head since he left. At a small gathering with Carly, Freddie, and Gibby after graduation, the three tequila shots in her belly made her tell the group of her plan. Carly made her worried badger face like she always does, Freddie stayed quiet, and Gibby was spinning in the corner with his shirt off. There was a long silence between the friends, until Gibby fell on top of Freddie's camera and then all was forgotten.

She never told them that she got the job at Mr. Bean's to earn money for a trip to Las Vegas to find him. Sam never mentioned that she had spent a week calling relatives to track his last whereabouts. She had never mentioned it to Spencer, even when he asked her about her dad during a board game and beer night in the studio only a couple weeks ago.

_"You are a cheater!" Spencer tapped Sam on the nose with his finger across the game board._

_"Listen, don't get mad at me because you suck." Sam put down her beer bottle and rolled the dice. "Six."_

_"HOW?" Spencer yelled as Sam chuckled. She felt his eyes on her as she moved her game piece. "This isn't right, game over." Spencer grabbed the side of the board and flung it away, all the pieces scattering across the studio floor. _

_Sam's mouth dropped, the corners of her mouth twisted into a smile. She looked at Spencer, who made a disappointed face that she figured he had been perfecting since he was two. She leaned forward, over her criss-crossed legs and laughed. Her giggles and snorts filled the room as she fell over. She twisted onto her back, the laughter bouncing off the walls of the studio. _

_After a few __minutes, her laughing fit died down, and she stretched her limbs out on the cool floor and stared at the ceiling. She turned her head quickly in Spencer's __direction; he was__ leaning on his hands behind him, his legs __stretched out across__ the floor, almost touching her legs. He was smiling, his eyes glossed over, his nose turning pink._

_"I'm sorry."_

_"Oh, it's okay, that game sucks anyway." Sam answered, her hand flopping towards him, making a loud smacking sound against the floor._

_"No, I just mean, about... you know, life." He corrected, his eyes still locked with hers. She saw him take a glance at her hand._

_"Life?" Sam asked. "Life is fine, weirdo. What are you sorry about?"_

_Spencer shrugged and sat up, his foot grazing her leg before he folded his legs in front of him. "I just know that some of your life was..."_

_"Yeah it sucks but who cares?" She pushed herself off the floor and stood up. She adjusted the bottom of her shirt. "It's not a big deal, we all have shitty lives." She nodded towards him. _

_Spencer looked down and she instantly regretted her words. Sam remembered the anniversary trips to the cemetery with Carly to visit Carly and Spencer's mom, Spencer always absent. He spent these days in his room, music blaring. Carly never bothered to invite him. Spencer wasn't like Sam, his skin wasn't as thick and his heart had a permanent home on his sleeve, not in some dark cave in the middle of his chest._

_"I hate your dad." His voice was low and steady, his eyes down._

_Sam's heart sank. No one talked about her dad. He once sent a birthday card around Christmas time to her and she burnt it while Carly stood awkwardly in the door frame of Sam's bedroom, and that was usually how any kind of mention of her dad went. Hating her dad was just part of life, and it hurt. She didn't know it hurt anyone else._

_She bent down and grabbed her beer and swallowed the rest. She took a step towards Spencer and put a hand through his hair._

_"Come on, board games are for losers, let's go vandalize something."_

A beer bottle clanking on the bar snapped her out of her mind. Her eyes focused on the man across the bar. She was sure it was him. She remembered his gut that stretched out his many NASCAR and Hot Wing Festival t-shirts. His hair was longer than when she had last seen him, each gray strand representing time since he had seen her. Cared about her. Thought about her. She felt her dress tightening around her chest as she breathed deeper, slower, her face hot.

She felt something slide across her back. After a moment she felt Spencer's hand clasp around hers.

"Sam, do you want to go?" His breath was soft against her ear, his face buried in her hair, comforting her. His hand tightened around hers.

She didn't respond, slowly shaking her head, her curls pressing against his face. She knew she was gripping his hand tightly, she knew she was hurting him. He stood close behind her and didn't complain, she didn't even hear his usual grunt when she accidentally injured him or purposely jumped on top of his sleeping body.

One of the dim lights near the pool table caught the white of her father's smile and it made her want to puke. She had seen his smile a few times in her life. Once when she finally rode a two wheeler, when he would toss her from his shoulders to her bed at night, and after he told her that Santa wouldn't be coming to their house one Christmas, a beer in one hand and the TV remote in the other.

She took a step towards him and her knees buckled underneath her. Spencer gripped her hand and scooped his other arm around her waist, cradling her. She felt stupid, weak, everything that she swore she never would be. Especially for him.

"Sam-"

"Stop." She swung her head to face Spencer. His eyes were wide, scared. She regretted yelling at him, but turned back around. She took another step, steadier than the first.

"Sam, I know I have no stake in this." Spencer walked along her side, his mouth close to her ear. "But please. Slow down. We can leave. We can leave right now."

Sam shook her head again. She pushed his hand away, but he quickly replaced it back on her waist. "I don't need you to take care of me, Spencer."

She felt his body stiffen and his hand relax against her. She took another step and his grip tightened again. "I know."

Their steps were synced as they approached Sam's father. She could feel Spencer's heartbeat in his fingers against her, fast, but not as fast as hers.

"What will this solve, Sam?" Spencer's words were starting to piss her off. "Let's leave, forget him. Look at what a piece of shit he is."

Sam was taken aback by his words. He didn't speak like that about people. She knew he was right, she didn't need to say anything to him, just seeing him in this shit hole with his shitty jeans and his shitty hair and his fucked up life was enough to realize that she was better off without him. This was something she always knew, she didn't need to drive hours and hours to Las Vegas to know that she was better off without him.

"Let me go." Her words were steady and forceful. Spencer immediately let go of her. She could feel him close behind her as she walked the rest of the way up to her father who didn't notice her. His friend did.

"Well, hello. I didn't know they let children in here now. The strip is the other way, sweetie." He laughed and tipped his bottle towards her before taking a swig. His bushy eyebrows made her sick and the sweat on his upper lip sent shivers up her spine.

"No one asked you, sweaty." She barked. She stood straighter and pushed his shoulder.

"Oh and she's feisty. Well, in that case you can stay over here if you want. We like women with a little lip, right Stan?" The man swatted the chest of her father and when his eyes met hers she felt her body go numb.

"Oh?" He eyed her quickly and rolled his eyes. "Jesus, John, she's like 16."

"18." She snapped.

"Well isn't that nice? Still too young, sweetie. You're not even supposed to be in here."

"That's probably the best fatherly advice you've ever given. Stan." She put her hands on her hips and leaned towards him. Her fingernails dug into her skin.

Stan shook his head. "Beat it, kid."

"No."

"Yeah, Stan, let her stay awhile." John smoothed a hand behind her back and pushed himself into her. He smelt like a horrible combination of sweat and onion rings.

Sam moved her arms onto John's chest and pushed but he gripped her.

"Get off of me you piece of shit." Sam pushed on him again.

Sam felt a rush of air as Spencer came up behind her. He pushed John's shoulder. "Back off."

"Oh, now don't tell me you brought your boyfriend." John crooned as he backed off of her.

"Shut it, ass wad." She pushed him again and pushed Spencer back. She turned back to him. "Go away, Spencer."

He shook his head and opened his mouth to speak but was interrupted.

"Take your drunk girl home." Stan pointed his beer at Spencer and then at Sam.

"Don't you dare talk to me." Spencer took a step towards him.

Sam pushed Spencer back again. "What are you doing? Go away, you'll get your ass kicked."

Spencer took a step back, his eyes bouncing from the two men and Sam.

"I don't know what is up with the both of you, but just get out. We don't come here to be bothered. Get out." Stan nodded towards the door and went back to watching the pool table.

Sam's hands clenched tight. Her heart was racing, pounding in her ears, she could feel every beat pulse through her body.

"You don't want to be bothered?" Sam asked, taking a step in front of her father. He took a swig of his beer and looked at her. "Does a wife and two daughters bother you, Stan? Working at the Hardware store to pay for food and a place to live? Does that bother you?" The color in Stan's face began to fade and she enjoyed watching every muscle in his face relax until his mouth hung open.

"Does it bother you that you continually found other women to be with besides the one you married? Does it bother you to be around to see your daughters go through 1st grade all the way through to high school graduation? Is it too bothersome for you to actually be a fucking man?"

Sam's voice was steady, but rose in volume with every sentence. She took a couple of large breaths and unclenched her fists.

"Samantha."

"It's Sam."

"Sam." He took a step back and wiped the back of his hand across his greasy forehead.

"Here's something that bothers me, Stan. It bothers me that I watch my mother cry on the couch every July 2nd. It bothers me that she goes through a new guy every week. It bothers me that I never had a father. It bothers me that my mother has never been happy." She took a step towards him. There was a long pause as Stan eyed her, as if trying to remember everything that happened between them. To remember that he even had a daughter.

"Back off." John stood behind Stan, and glared at her.

"Shut up."

"Samantha-"

"Sam."

"That was a long time ago, I was young and stupid and I had to get out."

"Being young makes you stupid? What's your excuse now?" She took another step towards him.

"You don't understand-"

Sam punched him. Her hand immediately began to swell at contact with Stan's jaw. She didn't remember doing it or thinking about it, all she knew is that one second her father was talking to her and the next he was on the ground. John and some other men quickly ran to Stan's aid, and Spencer's hands gripped Sam's arms. She blinked as the room seemed to move in slow motion. She couldn't hear anything, she only saw faces looking up at her in disbelief. A few men were angrily pointing at her, their mouths wide in anger, yelling words she couldn't hear. She scanned the room slowly and saw men getting up from their seats to see what was happening. The bartender was on the phone, looking at her. She felt her body being shook and then forced to turned around. Through the fog and haze, her eyes focused on Spencer. He kept talking to her but she still couldn't hear anything. He shook her. She caught a few words.

"Get... need... cops..."

He shook her again, her mind beginning to clear, she heard him clearly, his voice sending a warm sensation through her body.

"Sam we need to go, come on. We need to get out, the bartender is calling the cops." He pulled on her wrists and she fell in his arms. She felt helpless, soft, as if she was floating. She felt herself being picked up and looked back at the scene inside the bar, catching one last glimpse of her father, nursing a bloody lip as his eyes glanced at her and then at the floor.

/

Spencer struggled to keep his mind clear as he pulled into the Inside Out Burger drive thru. His ears were warm and had been ringing since he carried Sam to the car. He watched her scrunch her body together, hugging her knees, her dress riding up her legs. She had kicked off her heels by the time he had walked around the car and sat down. The car ride was silent. He had no idea what to say and he was trying to stop focusing on flashes of memories of funerals and goodbyes that flooded his mind. He was just as fucked up as Sam right now, and for once in his life he decided to not give in to his weaknesses.

He cleared his throat to order the three double cheeseburgers and three orders of fries. When he finished he stole a glance at Sam. She hadn't moved, her eyes closed, her chest moving up and down slowly, she looked peaceful, asleep. He grabbed the bags food and tossed it in the backseat.

Spencer shook his shoulders. He was flooded with emotions he never tried to deal with but had to once a year. Feelings of strange abandonment that didn't really fit the standard definition. His father has always provided for Spencer and Carly. Spencer practically got whatever he wanted growing up. Any materials for sculptures, the best painting supplies, and closets full of canvases. He never applied for financial aid while he went to school. He also didn't know his father very well. He couldn't tell you his favorite color or what he liked about high school. He never felt comfortable enough to hug him the day of his mother's funeral, clutching the program in one hand, Carly's tiny hand in his other.

No one explained the fates and reasons behind his mother's death. Spencer spent many nights telling Carly their mom was sitting on a star somewhere looking at them, happy that Carly was going into kindergarten soon, that she was ecstatic about Carly being able to finally write her name. When Carly turned ten, Spencer found she didn't need his crazy stories anymore. She would walk to the cemetery with her friend Sam as he stayed in his room, covered head to toe under his blankets until the next day arrived. Spencer hated his father for always being distant, both emotionally and physically, and he hated whatever took his mother away.

Spencer pulled into a space in front of their hotel and took a deep breath. He shook his head furiously, afterwards stealing a glance at Sam. She sat up in her seat and adjusted her dress. He watched her climb out of the car, grabbing her shoes before she slammed the door. He took the bags of food and followed her up the stairs to their room.

Sam turned on the top step and faced him. His breath caught in his chest, the orange glow of the parking lot lights silhouetting her perfectly. She bent down and sat on the top step. She scooted to her right, Spencer felt guilty after his eyes roamed her legs. He shot his eyes to the sky as she adjusted the hem of her dress. He sat next to her, putting the bags of food at their feet.

Sam rummaged through a bag, after finding a burger she quickly unwrapped it and took a huge bite. He smiled at her, it felt like he hadn't smiled in years.

"Do you want all three?"

Sam shook her head. "You can have one." She nodded towards the bag. Spencer grabbed a burger before she could change her mind.

They ate their burgers, the crinkle of paper when one of them reached for a handful of fries sporadically disturbing the silence. Neither of them spoke until Sam was halfway through her second burger.

"In the movie of my life, this would be the part where I'd say some detailed, significant story about my dad." She took another bite.

Spencer had been dazed, looking towards the distant glow that radiated the sky from the strip. He blinked, his mouth creeping into a smile. He nodded.

"Then I would say some really insightful thing that would be spliced together in the trailer."

Sam chuckled through the mouthful of burger.

"Oh fuck it." She finished her burger and threw the wrapper in the bag. "One time my dad told me, after a night of drinking, that it didn't matter if I went to school the next day, kindergarten was for the weak." Spencer looked at her, her curls swayed as she shook her head. "We had similar ideas when it came to school."

Spencer scrunched his face in concentration and leaned into Sam, resting his cheek on her head.

"Uh," he paused. He could feel her body vibrate as she silently giggled. "Maybe kindergarten is how your father wanted to show you... maybe it was a breath that he took for..." He started to laugh, his words being lost among chuckles that resonated in his throat.

Sam pushed him with her shoulder, her giggles mixing with his. They laughed into each other, quietly, as if it was an inside joke they were keeping from the parked cars and the chilled air.

Spencer took a few breaths as his laughter died. He averted his eyes back to the glow in the sky. He felt Sam's body settle against him, her warmth comforting him and slowly goose bumps rose from his skin. She created a swirl of lightness in him that turned his stomach in the best way. He moved his hand down her arm and cradled her hand in his, rubbing his thumb, over her red knuckles. He shivered at the movement of her fingers against his. Her hair whisked over him as she looked up at him.

"Cold." Spencer explained, his cheeks rouging.

They sat like this as minutes passed, the air around them was becoming more crisp. Spencer periodically rubbed his hand over Sam's arm, protecting her from the cold. He wondered where they would go from here. Were they going back to Seattle tomorrow morning? He was exhausted, his brain clouded with questions, anger, memories and he wanted them all to go away. He wanted to be back at Mr. Bean's, he wanted to fall asleep against Sam's shoulder, the smell of coffee wafting from her hair filling him with comfort. He didn't want to be here anymore. The glow from the strip churned his stomach, the remnant smell of cigarette smoke on his clothes pained his heart, and Sam's red knuckles made him angry.

"I want to go home." Sam's voice interrupted his thoughts.

Spencer nodded.

"Tomorrow." Spencer nodded again. She shifted under him, pushing herself off the step. Spencer found the familiar spot in the stars to avert his glance to her legs. He pushed himself off the step and followed her up the stairs, leaving their food bags behind.

She stood at the door, her frame delicate and beautiful, waiting for him. He put his hand on the small of her back as he opened the door, shoving the key back in his pocket. She tossed her shoes towards the bathroom, the clunking against the floor startling him more alert than he'd been for what felt like years.

"Your shirt." Sam pulled down the comforter as she spoke.

"What?"

"Can I have your shirt?"

Spencer didn't understand.

Sam sighed and looked at him. She stuck out her arm towards him and tilted her head impatiently.

Confused, he started to unbutton his shirt, keeping a puzzled eye on her. He shrugged it off, her stare making him feel exposed as he tossed it to her. He watched her stretch each arm through the sleeves. He noticed his shirt was longer than her dress as she started to button it. Then, to his amazement, he watched her wiggle underneath the plaid fabric, her hands furiously working at what he assumed was the clasp or zipper or whatever that was holding her dress together. He smiled at her face, scrunched in concentration.

Moments later her dress slipped from underneath his shirt and to the floor, bunched at her feet. Shortly after a bra accompanied the dress. He felt a fog go through his brain, the floor disappearing beneath him. His hands were begging to smooth her hair out from underneath the collar of his shirt. She glanced at her cell phone and looked back at him.

"How do you do that?" He asked, amazed. He took a few steps and sat on the end of one of the beds.

"It's a trick all girls learn in middle school. Gym was the worst." She crawled into the opposite bed, tucking the covers around her torso. He watched as she smoothed her hair from her face, the gold overcoming the pillows beneath her.

She looked at him, her eyes creating a hitch in his breathing. She blinked and stirred away from him, adjusting for comfort under the blanket. He heard her sigh, her shoulders relaxing.

"Goodnight, Spencer."

Her soft, rhythmic breathing soon filled the room. Spencer reached across the small space and smoothed his hand over her hair, letting his fingers slowly trace the curls that always sprung at the tips of her locks. He turned off the harsh light of the room and crumpled, exhausted, in his own bed. He shut his eyes and he, too, was soon asleep.


	6. Chapter 6

Sam's mind was coated in a thick layer of fog, her eyes half open as she stared out the passenger side window. Dull greys, tans, and greens blended together as she hummed along lazily to the song on the radio. Or a song in her head.

Her phone buzzed in her lap again. She ignored the ninth call from her mother in the last hour. Each voicemail was the same: "Sam you better get back her with my car!" or some variation of that with more or less colorful words accenting her anger. Sam couldn't handle her right now, or Luke calling to ask when she could return to work, or especially Melanie's endless texts that were laced with worry. She turned off her phone and leaned back in her seat.

Spencer hadn't said anything since he woke her up this morning. He smoothed his hand down her shoulder and the length of her side, whispering her name until her eyes fluttered open.

"Let's go home." He said before gathering their belongings around the room. Sam took a shower and emerged with her same ensemble of Spencer's shirt. He smiled at her and handed her a pair of sweatpants and left. The hotel room stale and empty just as it was when they got there, Sam's abandoned heels and dress the only evidence of their stay.

Sam assumed they were back in Idaho, the air familiar with kisses that never were and hands on sensitive skin. Everything felt overwhelming. The constant flashes of smoke and her father's disgusting smile. Her knuckles tingled at the memory. Then there was Spencer; being comforting and perfect, creating a constant haze of confusion. She wanted to concentrate on how she felt about her father's indifferent attitude towards her. His excuses stacked up in her mind, even though it was the same:  
>She wondered if he would ever grow up, if he would ever call her or Melanie, or ever apologize to her mom.<p>

Most of all she wondered if this trip made a difference. Maybe Melanie and Carly were right. Maybe she could have moved out of her mom's apartment instead of saving money for a trip to punch her father and then pass out.

"This was pointless." Sam mumbled quietly.

"Ah. If you didn't do this you would have always wondered what if." Sam was surprised Spencer heard her. He yawned.

"Maybe. Or I would have gotten over it." Sam shrugged.

"A girl as stubborn as you? Not a chance." He squeezed her shoulder with another yawn.

"Do you need me to take over?"

"Please."

So she did. Sam felt trapped in her mind even more so as the hours passed. She felt her limbs work automatically on the steering wheel, her eyes open and alert enough not to kill them. When the gaslight went on, she pulled over and got gas and kept going. Her moves were automatic and her brain empty.

"Sam?" Spencer's voice snapped her out of her blurred daze. "We should pull over, get some sleep."

Sam glanced at the clock. 10 o'clock. She felt her stomach hallow and empty and realized she hadn't eaten today. Today. It felt strange to know that today even happened because she felt asleep with her eyes open through the entire day. She made a note not to share that with Spencer, who trusted her driving for close to 10 hours.

"But we're almost there." She just wanted to be home. In her bed, on Spencer's couch, in Spencer's bed, on the Shay living room floor, in the studio… Seattle. She hated the forced distance between her and Spencer in the car, the faint smell of cigarette smoke that still stained her hair, and the squealing sound that crept through one of the backseat windows.

She craved for mornings in Mr. Bean's, cleaning blenders while Spencer sketched sculptures. She needed useless fights over popcorn on the living room floor. She wanted to play made up games, feel his hand in her hair. She wasn't sure she could sleep in one more motel with unfamiliar, scratchy comforters and the three feet of space between her body and Spencer's. Most of all she missed the freedom of conversation, jokes, laughs, and breaths. She hoped that the constant haze of sensitive, careful silence would disappear when she stepped into the chill, damp Seattle air.

"Come on, Sam. You've got to be hungry."

Sam slumped in her seat. "Maybe."

"I have an idea, stop at the next gas station."

Sam followed his directions, which lead her to a gas station where they got MEGA size bags of chips and soda and she parked her car in a far parking spot away from restaurants, gas stations, and parking lot lights.

They scrambled to the backseat where they sat, the sounds of crinkling chip bags and fizzy sodas being uncapped filling the silence. Sometime during her second chip bag, Sam kicked off her shoes and sprawled her legs across Spencer's lap. His hand quickly slid under her pant leg and lightly gripped her ankle.

She watched Spencer flip through his phone, occasionally typing as he went. He had stopped eating after he finished his first bag that now lay empty on her stomach. She watched him silently, his face changing with each swipe of his fingers against the screen. His eyes were expressive as always, squinted as he read because he was too stubborn to get glasses, and then relaxed or straightened into an expression of annoyance or comfort. She knew when he was looking at a text message from Carly, or when she posted new pictures on Facebook. An outsider would guess him just aloof and silly, and she wondered if anyone else knew how much he cared. She imagined his heart was the size of the Grinch's after it grew three sizes on Christmas.

She noticed his brow forward and he shook his head slightly.

"What's up?" Sam asked.

"Oh." His head lobbed to the side, typing on his phone. "Just… just this girl."

Sam felt her stomach turn violently and drop all in one moment. Of course. Spencer and his girls. Her brain flashed to the many first dates he worried about, pacing the living room while she sucked on popsicles in the kitchen with Carly. All the different women that had paraded in and out of his bedroom late at night when she was watching scary movies with Freddie and Carly. How did she forget them? How did they slip her mind?

"Ah. Still breaking hearts, huh?" Her voice sounded foreign and the words felt sour on her tongue. It definitely didn't sound like her and she was hoping he didn't notice.

She grabbed a few more chips and shoved them in her mouth. Spencer shook his head.

"Well, of course. Just my mere presence on this Earth must be heartbreaking for all the women of the world." He responded, a smile playing on his lips. He peeked a glance at her as she kicked his leg. He pinched her thigh and put his phone in his pocket. "We went out once months ago and she hasn't left me alone. You would think mentioning that I went to Vegas with another woman would get her off my back, but nope."

Sam felt her insides warm. He looked up at her and stole a chip from her bag, his lips smiling as he munched.

"Okay." Sam shook the crumbs off her shirt and sat up. "Time to get back on the road?" She pulled herself up on the headrests of the front seats, ready to crawl through the opening between.

"No, no." Spencer protested. He grabbed her waist and pulled her back down. She smashed an empty bag of chips and accidentally elbowed him in the stomach. Spencer groaned while Sam giggled an apology.

"Let's sleep." Spencer coughed, rubbing his stomach.

There was a long pause while Sam looked around the backseat of the car. Many nights they have snuggled on the couch and fell asleep, or found themselves tangled in each other after a short nap in the studio, but this was different. She was very conscious of what had to happen for both of them to sleep back here. They always just found themselves in these positions in the past, after a fight over the remote or during a half-sleep daze full of wandering hands.

Spencer seemed obviously confused by her hesitation and slowly edged away from her, keeping his leg resting against hers. Sam felt her heart drop at his uncomfortable distance. His other leg bounced, shaking the car slightly and vibrating the seat. She did it again. Pushed him away due to lack of timing and her clouded mind.

Her mind that had a small space for worrying about how Melanie felt about Sam's rendezvous with their father, her mom's texts and phone calls making her phone buzz, or how she felt like this was all one big waste. She had this idea for months and Spencer distracted her in the best possible way some one could be distracted. Instead of crunching numbers or counting tips she played board games and ate pudding straight from the mixing bowl while their ankles intertwined sporadically under the table. Thanksgiving didn't seem depressing and Spencer kept saying things like "Let's make ham instead of turkey" or "What do you like better, homemade cranberry sauce or the canned jelly kind?" She found herself full of butterflies and not twisted knots of constant panic or worry over the impending trip.

All because of Spencer. And she wanted to feel his heartbeat against her chest, his scrawny legs wrap around her thighs. She liked how his breath tickled the tip of her ear and pushed her hair, tickling her neck. She was already anticipating waking up to his morning twitches that always signaled that he would be waking soon. Back at the loft there were many mornings where Spencer would inhale slowly, his nose buried in her hair and mumble, his voice rough with sleep, "Coffee." She wondered if the absence from Mr. Bean's would cause him not to smell her hair. His voice comforted her every morning, but most of all the act made it seem like he was making sure she was there, real, tangible and his. Whether he knew it or not: it was too late, she was his.

"Sam?" Spencer's voice snapped her back into the car and out of her mind.

She whipped around and faced him. He was leaning against the door, his legs stretched out, no longer huddled and nervous. "Huh? Sorry."

"I said Daniel Craig." He pushed her leg with his foot.

"James Bond movies." Sam answered, her lip twitching in a smile.

"That's cheating!" Spencer imitated her, his hands flailing up in an impression of Sam that couldn't have been more inaccurate.

Sam lunged at him, her hands quickly smoothing over his sides and struggling to wrap around his back that was pressed against the door. He adjusted accordingly as his breathing slowed, allowing his arms to carefully move around her. Her knees slid down the seat until her body was pressed against him. A hand scooped onto the back of her neck and Sam couldn't stop herself from sighing, finding comfort in his familiar touch. It felt like centuries since he had found her neck.

They sat like this as minutes passed, their game abandoned. Sam tightened her grip on him with every swipe of his thumb along the sensitive skin of her neck. They silently  
>adjusted until Spencer lay along the seat, Sam sprawled out against his chest, face buried in his shoulder, her body stretched between his legs. She could feel sleep creeping up on her now, through the comfort of Spencer's heartbeat and the soft music of his breathing. Her eyes fluttered closed as she let the weight of her eyelids win their familiar battle.<p>

"Thank you." She said into his collar bone, not loud but she hoped it was loud enough for him to hear.

His arms tightened around her, each finger sending waves through her as they squeezed against her skin. She felt his scratchy chin push through her hair, and rest on top of her ear. She heard him take an inward breath, but she interrupted him.

"Thank you for inviting me over weeks ago. Thank you for saying yes. Thank you for coming. Thank you for giving me space but never leaving." Sam's words were caught in her throat but escaped along the smooth fabric of his sweatshirt. Even with Spencer, words were hard, but they were necessary. He deserved them.

His face snuggled into her hair and the breath he was holding finally let out with his words.

"Sam, I'm not going anywhere."

/

Spencer woke up in the morning, the familiar warmth of Sam's body protecting him from the morning chill. The sun was only just starting to rise creating a blue, grey light filling the car. His mind felt fuzzy in his slow wake, and his leg had a numb feeling from being tucked underneath Sam's sleeping form.

He blinked trying to guess the time by the light and how sound asleep Sam was. He used to find her asleep at noon after a sleepover with Carly but since he found her at Mr. Bean's her sleeping habits were different. Sleeping in for Sam was 8 o'clock and her body seemed to naturally wake itself up around 7, but she would fight it for as long as she could. By her deep, steady breathing he guessed it was somewhere around 6:30.

From his angle he couldn't see her face that was buried in his shoulder, but her hair lay frizzy and big around his neck and chest, leaving a few strands across his face. He slowly moved his hand up her back and into her hair, giving the locks a light squeeze, feeling their soft tangle between his fingers.

He missed this. The trip had changed things between them, even if only slightly. This voyage had put a brick wall between them, every touch hyper sensitive and advances denied. That wasn't how it had been in his apartment, at Mr. Bean's, or out in the streets of Seattle. He understood why but it didn't mean he stopped missing the curve of her waist or his fingers on the back of her neck. He could wait, he had waited this long.

Falling in love with Sam was like rereading a favorite book: it was easy and familiar but you always found something knew that you had never noticed before, and the twists and turns were just as exciting as the first time around.

He wanted to tighten his arms around her and fall back asleep but he knew she would be waking soon from her internal clock, hunger, the cold, or a mixture of all three. He pushed his face into her hair and took a long, deep breath.

There were many intricate smells to Sam, but most of it was held in her hair. Her shampoo was probably the sweetest smell, a rich creamy artificial peach smell that was only bearable because it mixed with the coffee she was surrounded by five days a week. If they spent hours in Inside Out Burger, her hair would smell of French fries, and when she spent the night at his house her hair gave off an aroma of paint. He must smell like paint a lot. He hoped Sam was okay with that.

Her hair had a tinge of cigarette smoke still laced between the locks but the other smell was paint. So yes, he thought, he does smell like paint.

His scent on her made his limbs tingle and he couldn't help the kiss he planted on the top of her head. He couldn't help leaving more, soft trails against her mane. His lips grazed her hairline as she stirred awake.

"Good morning." He mumbled against her head.

She groaned in response and snuggled deeper into him. He heard her moan "cold" into his sweatshirt and he tightened his arms around her, rubbing awkward circles on her back.

"I don't know if you saw, but there's a McDonald's at this rest stop." Spencer teased, trying to get her up.

Sam's body shot up and she sat on top of him, her hair wild as she looked out of the windows frantically. She spotted the restaurant and smiled.

"Well don't just lay there, mama's hungry."

After they had eaten and caffeinated, they were back on the road. Spencer sat behind the wheel as Sam frantically caught up on text messages. She would update him once and awhile, say a very vague and fluffy text that Melanie had sent or the angry one her mother did. He nodded or laughed in response appropriately.

Sam was right last night; they were almost home when he made her pull over. The drive was more lush and green and roads a bit more twisty this morning. When they drove into Washington it started to rain, welcoming them home. Spencer couldn't have chosen a more perfect metaphor for washing away what had happened during this trip. It was thoughts like this that reminded him that he was an artist.

"I told Carly you came with me." Sam suddenly spoke up, her eyes not leaving her phone.

Spencer's stomach twisted. He wasn't sure how he was going to have to one day tell his little sister that he was falling – no, was in love – with her best friend. There were many things to be worried about in that future exchange. How long had he been? Felt like forever. But you're practically 30! He didn't care, two seconds with Spencer and a person would realize he really was somewhere around 25 internally. She's your little sister's best friend. There was nothing to say to that, honestly. Just that he was sorry for that one fact, but things like relationships and age hadn't stopped him before and he was in too deep to stop now.

"Oh." He mustered. The air was thick with the meaning behind Sam's statement. Sam let Carly in on their secret that they weren't trying to hide. The mention of Spencer coming with her lends itself to deeper questions. When have you talked to Spencer? Do you spend a lot of time with him? Why? What's going on? Those questions didn't have to be answered but they would start piling in.

It wasn't like Sam and Spencer weren't friends before Carly left. They hung out often but there was always a reason: Carly was running late from school, Carly was volunteering the morning after a sleepover, Freddie and Carly were rehearsing for iCarly and Sam was bored so she wandered downstairs for snacks.

"You caught me in the middle of a lie." Spencer grinned.

"Oops."

"And now I can feel the text messages piling up. Most she's texted me in weeks." Spencer absently put his hand over his pocket where his cell phone lived.

Sam spent the rest of the car ride texting and playing with the radio, finally in familiar radio station territory. Spencer drummed his fingers on the steering wheel, trying to find an easy way to ask her if he was dropping her off at home or if she was coming over to his apartment. He wanted to make it clear that he wanted her over without actually saying it, which made him feel like an idiot.

"What's your plan for the rest of your day?" Spencer asked.

Sam kept her eyes out of the window. "I have to return my mom's car, but I want to come over."

"Let's go get my bike and then we can take care of all that. Food?"

"Duh."

An hour later they sat in the KFC parking lot grabbing pieces of chicken out of the bucket and devouring them, Spencer sitting on the curb and Sam leaning against his motorcycle. There, Sam declared that the trip was pointless and her sister and Carly were right which made her mad. Spencer pinched her calf and reminded her that she would have regretted not going, which would be a waste of time. She kicked his leg and knocked over a container of gravy. They laughed about it for ten minutes.

Sam was still sipping on the root beer she had managed to hold the whole ride home as they took the elevator up to the loft. They both cradled their helmets and Spencer had their bags slung on his shoulder.

When the door opened, there was a burst of color. Spencer's balloon painting was still leaning against the counter, pieces of broken, paint-dried balloon scattered the tarp on the ground. The jars of paint were hastily capped but still sat scattered across the living room floor.

"I forgot about this." Spencer said, to no one in particular. He put the bags down and they both placed their helmets on the counter.

He watched Sam nod and throw away her cup. Walking out of the elevator felt like a huge sigh of relief but now that they were actually home, there was still a mist of something unfinished in the air. He was hoping it was his painting and not Sam's disappointment with the whole trip.

Sam kicked off her shoes and looked at her shirt, which was actually Spencer's. He wondered if she was contemplating changing into clothes that were in her bag or if she was just investigating the pattern. Either was possible.

To his surprise, she chuckled.

"What?" He asked.

She shook her head. "I'm wearing your shirt." She said simply.

"Uh, yeah." He forced a confused laugh and kept his eyes on her, suspicious. She sounded like someone on the verge of a mental breakdown and for all intents and purposes he wouldn't be surprised if she was.

"It's kind of ridiculous." He listened to her intently, ears perked. "Well, I mean… it actually doesn't feel ridiculous. It just IS ridiculous." She sighed and he watched her face change to an uncomfortable grimace that scrunched her nose perfectly. Sam, the only girl that warmed his heart in a moment of struggle.

"Because we haven't even kissed yet." Her eyes flicked up to his as she exhaled after her simplified thought that said so much.

Spencer's heart thumped in his chest as his stomach fell to his feet. He gripped the bottom of his sweatshirt and broke her gaze. Maybe he shouldn't have, but he couldn't look at her. She was irresistible; when she laughed behind the coffee counter, when she sat on the dining table eating bacon fresh out of the frying pan, when she hogged the covers, when she unlocked her apartment door, when she bit on her sleeve during scary movies, anticipating the gore and rooting for more.

"Sam." Spencer's voice was stern, like her admittance of love without proper affection was something punishable. But shit, it was because she couldn't say things like that without making him break.

"What?" She smoothed her hands down the fabric and examined the buttons. "By the way, what size ARE you, I'm pretty sure we are the same size." She teased, her eyes smiling through her hair.

Spencer would have loved to say this is when he broke down. When he scooped her up and captured her lips and held her in his arms, relishing in the warmth and curve of her.

But like everything that they were, it was different.

They laughed until their bodies were touching and the next natural step was to hug. He held her tight, his arms sliding up and down her back as she relaxed into him. He buried his face in her hair, the smell of damp air slipping through him. He chuckled into her ear.

"I am a little upset about how well it fits you."

Sam laughed, a loud sudden chuckle. She gripped his sweatshirt and he couldn't help a frustrated groan escape from his throat as she pulled away to look at him. Her eyes wandered across his face, curved around his neck and back up again, lingering near his lips. Spencer felt his mouth go dry and his chest squeeze.

Her grip on the front of his sweatshirt tightened and then she pulled.

When his lips met hers, he felt light. Sam's body melted against him, her grip on his sweatshirt loosening and his arms instinctively wrapped around her. His hands moved up towards her neck finally landing in the curve, her hair feathering around his fingers. He felt perfect, like his lips belonged on hers, and his hands should live where her hair meets the back of her neck. Her lips were smooth with a small taste of peppermint from her Chapstick and when she pushed his mouth open; her tongue was sweet from the root beer.

Spencer was lost in her, his lips tasting and his tongue feeling as he kissed her. His hands stayed planted in her hair, gripping her skin with each turn on his head. He felt his heart in his chest, beating faster as each part of her body smoothed up against his. He wasn't sure when but his feet stepped towards her. He wanted to get closer to her, melt their bodies together so he can always feel the curves of her, hear her small moans in the back of her throat, and see the warm glow of stars behind his eyelids.

Sam backed into the propped up canvas and laughter bounced off lips but no one seemed to care about the painting. Spencer felt grateful and rushed but also as if time was slowing and the walls were spinning. He wanted to savor every touch of Sam's fingers against his neck and remember the sound of her gasps as they moved against each other, a mess of eager desperation.

Spencer's body shook as Sam's hands scooped under his layers, smoothing over his stomach, up his chest until he lifted his arms and felt the cool air of the apartment on his skin. He grabbed at her, frantic and needy to feel her warmth. Being a part from her lips for the second it took to get his shirts off drove him crazy and he needed to make up for those lost seconds.

Spencer felt his belt loosen and soon realized he would be naked before he even felt Sam's skin against his chest. He spoke between long, deep kisses.

"Not fair." He worked on the buttons of the plaid she flawlessly wore even though it was his. She pushed the shirt off her shoulders, Spencer's hands exploring free and slow on her exposed skin.

His knees felt weak as his fingertips surveyed every ridge and curve of her torso, teasing himself by only outlining her bra if he dared to get that close. Finally kissing Sam was like starting a new, exciting sculpture, but once the clothes started to come off he was afraid it would all be done too fast, the process gone and over with. Sam's body stiffened every time he got close to the fabric and she groaned in frustration as he brushed past the clasp for the fourth time.

"Spencer, come on." She growled frantically grabbing behind her to unclasp her bra. It fell to the ground quickly, before Spencer could actually comprehend what had happened. His mouth slowed against hers, his mind racing. He wanted to look at her, appreciate her in front of him, against his painting. But he also loved kissing her, and separating sounded impossible and terrible.

So he let his hands feel her first. His hands smoothed up her stomach slowly, his breathing quickening the closer he got. Sam leaned into him, pushing her breasts towards his hands, hurrying the process. Spencer wanted this to last forever and his needs were promptly getting steamrolled by Sam, pushy and stubborn, a woman who never liked to wait for anything she wanted. It was hard to deny her, to say no to her clothes dropping to the floor, to remove his mouth from hers when her tongue felt so good dancing with his.

Spencer exhaled as he slowly pulled from her. His stomach twisted in longing for her swollen lips, but he needed to see her. His eyes fluttered open and he swallowed hard at the sight of her. Her lips were a deep shade of pink, larger than usual and slightly open as she tried to catch her breath. He only caught her eyes for a second, scanning his face before they locked with his and she looked down at her feet. Her hair was a crazy mess of gold, cascading to her bare shoulders and the locks lay among her exposed skin. Her chest rose and fell slower and slower as looked at her. Sam, beautiful but rough Sam. There was a small pink scar under her collar bone, and he noticed a new burn from work on the inside crease of her elbow. His eyes roamed her chest, resting on her breasts which felt wrong and stolen but he convinced himself because this was Sam: the girl who brought life back into him and twisted his heart with love.

"Shit." He exhaled. He was scared of saying something too much, too soon so he bit his bottom lip and watched her hands wringing together where her soft skin met her sweatpants. Even though his eyes stayed on her hands, he felt her smile lighten the room.

Her small fingers clasped together then extended themselves wide before she reached forward for the button of his jeans again. He watched her hands move and thought that the act of undressing someone else was incredibly intimate when it wasn't matched with frantic kissing and dizzy heads.

He scooped his head down and captured her lips again as his pants slid to the floor. He stepped out of them, awkwardly removing his shoes and socks in the process, resulting in muffled laughter and bodies being pulled closer playfully. Sam pushed into him, pushing her hips closer to his and he broke. He wanted to move slower, appreciate each inch of her, but the feel of her hips crushing into his with the weight of her mouth against his chest was his breaking point. One hand swept into her hair quickly while the other frantically pulled at her pants, clumsily pushing them down her waist, over her hips, and down her legs. She stepped out of them, pushing him farther across the living room.

Spencer wanted to take her to his bedroom, but wondered if that said too much. Going into his bedroom meant something, held significant meaning. If they stayed in the living room, the possibility of this moment's ending was still up in the air. In his bedroom there was a definite ending, the ending his body was begging for, but his heart was still hesitant about.

However, his body was already working automatically. Sam's fingers peaked under the waistband of his boxers at his hips, which made his arms wrap around her and pull her towards his room. He didn't feel any hesitance on her side, her hips kept grinding into his and she shivered and moaned every time his fingers passed over her breasts. But this was Sam. He cared too much to let his body take over and just worry about the consequences after. As he decided he was going to ask her, she slipped his boxers down his legs. He groaned and gripped her arms to restrain him from going forward. He slowed his mouth, feathering kisses against her lips as he collected himself and cleared his mind.

"Sam." He kissed her again, pulling his body away from her, free from distractions. She slid her hands across his hips and back to his stomach. Her fingers teased him, skirting lower and lower and he felt his mind fogging over. "Sam." His voice shook.

His hands found her hips and squeezed the fabric of her panties.

"Sam." He took another breath. His forehead fell on hers. "Sam, are you-"

"Yes."

Spencer kissed her, his body smashed into hers and she stumbled backwards as he kept pushing until her back smacked into his bedroom door and it slammed behind them, making them both jump but not stop. His heart was thumping in his ears and the room was definitely spinning now. He pushed down her underwear and sighed as he felt her skin against his from head to toe.

Sam's hands moved around his body, rushed. His skin tingled as her hands slipped around his waist, and when she pushed his hips against her. He gasped when she pulled his hair, bringing his mouth closer to hers.

When her hand wrapped around him and pumped once, he felt his head spin and his breath catch in his throat. He hissed as she continued, his lips falling from her mouth and falling into her neck, one hand supporting himself against the door, the other gripping her hip.

His breaths moved her hair across her chest, moans escaping his mouth with every twist of her wrist. Her hand slowed and his body shook at the slower intensity of it all. His ears suddenly cleared and he could hear everything in the room: the charged air, her small, steady breathing and his moans. He was aware of her power over him. He wasn't usually this way, not so passive when it came to sex, first moves, anything concerning his steps with women. But that had never been the case with Sam and why would that start now?

He kissed her collar bone and she tasted incredible. He let out a shaky breath.

"Sam." He sighed her name, dreamy and soft.

She let go and her hands crept up his chest and into his hair. He lifted his head and kissed her as she moved them from the door, his feet tripping behind him as she pushed him towards his bed, unmade and cold from their absence.

He stopped when his calves hit the bed. He pressed their bodies together and he smoothed his hands up and down her back as he kissed her, taking special care to slow down their movements. His lips took care to explore every inch of hers, swiped his tongue against hers slow and deliberate. Her moans were low and deep in her throat and he felt her body melt into his, slowly losing her power as he explored her, devoured her.

He slowly crept down her body, keeping his lips firmly locked on her skin. He scooped her up in his arms, her legs gently wrapped around his hips. He spun slowly, careful to keep his balance as the closeness of her skin made him unstable.

She let out a sharp gasp when he placed her on the bed, her eyes moving along his face, down his body and up again. He couldn't help but smile at her, letting out a satisfied breath as he whispered her name. He saw her cheeks flush and the pink travel down her neck and to the top of her chest. The effect he had on her was startling. Sam was always calm, collected, too cool to show emotions or be vulnerable to feelings. He had seen her vulnerable before, succumb to emotions so hard that it made her pass out. Yet he was humbled by a simple blush that traveled to her chest. Her beautiful chest.

He dipped his mouth to her chest and her back arched as she sighed. Her hands gripped the sheets as he kissed her skin, finally taking the detailed tour of her body that he wanted. He kissed the scar near her collar bone and left feather kisses along her sternum, taking care to remember each bump or ridge of her skin. When he reached her stomach, his hands joined his memorization efforts, taking note of how deep the curve of her hip was and where her skin was most sensitive below her belly button.

He gave her a hard kiss on her hip that made her moan, loud and full. He smiled against her. He kissed her again and he felt her hand in his hair and she gently pulled. He responded and found his mouth back on hers. Her legs adjusted underneath him so he was between them, their bodies closer. He groaned and kissed her deeper, hungry.

"I wasn't done." He whined playfully, kissing her cheek before returning to her mouth.

"Well, no." She pushed his mouth away and traveled down his chin, making him suddenly conscious of his lack of shaving the last few days. "But I need you."

It was like a dam breaking. He positioned himself above her, perfect; like that spot was made for him. They kissed frantically with mumblings of birth control considerations among loud, hard kisses.

Spencer thanked whoever created birth control and then whoever made it available to women before he arranged his body again, slipping two fingers between them because he had to touch her before this. He needed to know what she felt like on his fingers, even though he knew it would only make him want this more.

And he was right. She was slick, warm, and perfect. He sighed into her neck as her gasp filled the air. Her hips bucked towards him and he swiftly took his hand away from her and on her hip to steady her. He guided her back against the mattress before he covered her mouth delicately with his and pushed into her.

Their moans joined together and their bodies relaxed into each other at the release of tension. She felt amazing. His senses felt heightened, he was suddenly aware of all the points they were touching. Her breasts against his chest, her breath mixing with his, the way the inside of her legs felt against his thighs. That his hipbones pushed against hers perfectly. He could feel the soft, feather like curls in his fingers as his hand rested where her head and pillow met.

And he couldn't help the smile that formed on his face when he felt her feet move around his calves, nowhere near his own feet. He felt her hips roll and he shook at her small movement that signaled impatience. He inhaled sharply as she turned her hips under him again and groaned when he felt her push up, pushing him deeper.

He smoothed the small whisps of hair out of her face and kissed her soft, sweet. This feeling was one of completeness, of being with someone who completes your half and makes a whole. Sam was what made him complete. His muse. His one and only. His reason to have senses, to breathe air, and to use his hands to create something beautiful. Because of her. Always.

"Sam." She grinned at him, her impatience playing in her eyes and man, if that's not one of the many reasons he loves her. He loves her, he knows, because nothing this perfect is described in any other way. He pushed into her slightly. She gasped and frowned when he stopped again. He loved watching her face change, her emotions clear and always readable, just for him. "Sam." He sighed.

"Yeah?" Her voice was gentle and curious, not a usual tone, a tinge to her voice only reserved for him.

"I love you."

He would have sworn her eyes began to water and her mouth hung open for a few seconds, but it's hard to remember because her lips were soon on his and his body was flipped over because Sam wasn't going to use just words to tell him the same. That just wasn't her, just wasn't them.

This, this was them.


	7. Epilogue

Telling Carly was met with a lot of silence, but ultimately melded into understanding. The first time they kissed in front of her, Spencer felt her eyes shift away, but during the course of her stay during winter break, it lost it's uneasy feeling, for all of them.

Sam spent Christmas morning with her mom, but the holiday seemed to be mostly around Spencer's tree, a sculpture of wood and clay that resembled the shape of a tree but held the colors of Mardi Gras. Like most sculptures, Sam had helped in any way she could. She held boxes of materials, kept nails between her teeth until he needed them, opened paint cans, or pulled him away for a much needed break, hands wandering and lips becoming swollen.

Mr. Bean's hired some one new while Sam was gone, but she didn't care. Spencer helped her find a new job, at a small brunch restaurant where they put their faith in the girl with strong coffee house references to become a waitress. Sam was happy because she ate piles of French toast on her break, and Spencer was happy because her hair still smelled of coffee every day, with a hint of syrup.

When Christmas ended, they tore down the tree and took down lights that Carly laced the house with. They both went to the airport to see her off where Carly confessed she was happy for them and that made them both feel like crying. Spencer gripped her hand as they watched her plane take off, both too stubborn to leave.

"I miss her a lot." Spencer said, his eyes still focused in the air, the plane out of sight.

"I do, too." Sam leaned her head on his shoulder.

New Year's Eve was spent in the loft, their bodies tangled together most of the night. They kissed through the ball drop, unable to wait, Spencer's hands in her hair and Sam's body on top of his.

At one in the morning, Sam traipsed around the kitchen in Spencer's "Painting Shirt" trying to find something to eat. Spencer's eyes followed her, leaning on the kitchen counter, arms crossed on the wood. She caught him as she grabbed a carton of ice cream out of the freezer and they smiled at each other. Big, goofy smiles that were a constant for Spencer, but for Sam they were only reserved for him.

There, in the kitchen, Spencer proposed they move in together. Before she could answer, he talked about all the things that would be great about his idea. She would never have to get ready at her mom's house, giving her a bit more time to sleep in. He could take her to work on his motorcycle every morning, forcing himself to get up at a reasonable hour. She would always be there to help him paint, something she had admitted to enjoying on many occasions. He would cook her dinner. The weekends could be there's, as if they weren't already. He was buzzed but not drunk, his idea had been conceived weeks ago. He wanted to ask her Christmas Eve while she carved the turkey and he couldn't stop staring at her. He needed to see her, always.

Sam shrugged with a "Why not?", her smile too big to fight. Spencer rounded the counter and scooped her up, her tiny body familiar in his arms. He kissed every part of her that night.

They were cautious for months, keeping hands just out of reach of forbidden places, mouths kept a part even though they craved each other. It was tiring. Spencer was done being cautious with her, there was no reason to be. They had Carly's blessing and that was the only thing holding them back. Being careful and waiting was not them anymore.

No, now they were in love. Stolen kisses in the aisles of the grocery store, sneaky hands in the movie theater, whispered 'I love you's across the table at a restaurant, and making art together. So what was the point in not spending as much time together as they could?

After much consideration and weeks of planning, they decided to move out of the loft. Spencer could hardly afford it, since his dad cut him off once Carly left for college. Plus, it held too much. While it had recently become full of memories of first kisses and playful fighting for the TV remote, it mostly held memories of Carly. iCarly was recorded here, sketches were done in all areas of the house, Spencer couldn't look at Carly's room with out feeling nostalgic for a time when he was more of a father than a brother. It was time to go, to leave this place behind and form something new; just Sam and Spencer.

The one bedroom house was old and felt really cozy, but it was affordable and had a yard. Spencer always wanted a dog and this was his chance. The first thing they did was paint. The kitchen was painted green, the living room a light blue. Their bedroom stayed white except for one wall where Spencer painted a mural. For days Spencer worked on it, while Sam sat on his computer in the middle of their bed, which had been pushed to the center of the room. He painted Washington's refreshing rains, the greenery of Oregon, and the feeling of absolute nothing that held Idaho. In the middle of his blurry portrayal of Idaho, he painted a silhouette of her. When he pulled back to look at it, he admitted to painting her there only because his memory of needing to kiss her overtook any other of Idaho.

"I love you." She smiled.

She pulled him down, paintbrush still in hand. They never did get rid of that smear of red paint out of the mattress.


End file.
